Annual Report and Accounts 2025

We are the online

market leader for

cards and gifting.

At heart we are a technology platform,

but our customers know us as the

leading online destination for

greeting cards, gifts and flowers.

Strategic report

1 Financial highlights

2 At a glance

4 Chair's statement

6 Chief Executive Officer's review

12 Business model

16 Market overview

18 Our strategy

21 Growth drivers

22 Section 172 statement and

stakeholder engagement

25 Sustainability

49 Key performance indicators

51 Chief Financial Officer's review

62 Risk management

70 Viability statement

72 Non-financial and sustainability

information statement

Corporate governance

74 Board of Directors

76 Chair's corporate governance

introduction

77 Governance framework

78 Corporate governance statement

88 Audit Committee report

96 Nomination Committee report

101 Directors' Remuneration report

120 Directors' report

123 Statement of Directors'

responsibilities

Financial statements

124 Independent auditors' report

132 Consolidated income statement

132 Consolidated statement of

comprehensive income

133 Consolidated balance sheet

134 Consolidated statement of

changesin equity

135 Consolidated cash flow statement

136 Notes to the consolidated financial

statements

174 Company balance sheet

175 Company statement of changes

inequity

176 Notes to the Company financial

statements

181 Alternative Performance Measures

184 Glossary

186 Shareholder information

Welcome to Moonpig Group

To find out more visit us at:

www.moonpig.group

Financial highlights

Revenue

£350.1m

YoY: 2.6%

FY24: £341.1m

Adjusted EBITDA

£96.8m

YoY: 1.3%

FY24: £95.5m

Adjusted EBITDA

margin rate

27.6%

YoY: (0.4)%pts

FY24: 28.0%

Reported PBT

£3.0m

YoY: (93.6)%

FY24: £46.4m

Adjusted PBT

£67.5m

YoY: 16.0%

FY24: £58.2m

Adjusted basic EPS

15.0p

YoY: 18.1%

FY24: 12.7p

Free Cash Flow

£66.1m

YoY: 8.4%

FY24: £61.0m

Dividend per share

3.0p

YoY: N/a

FY24: Nil

Share repurchases

£25.0m

YoY: N/a

FY24: Nil

1 Adjusted EBITDA, Adjusted EBITDA margin rate, Adjusted PBT,

Adjusted PBT margin rate, Adjusted basic EPS, Free Cash Flow and

net leverage are Alternative Performance Measures, definitions of

which are set out on pages 181 to 182.

The leading online data and technology

platform for greeting cards and gifting

in the UK and the Netherlands.

We leverage technology and data to create loyal customer relationships

Moonpig and Greetz

customer reminders set

Plus subscription

membership

Card creative

features used

101m

2024: 90m

920,000

2024: 540,000

15m

2024: 10m

We have four market-leading brands

We have a growing, loyal and engaged customer base

Moonpig and Greetz

activecustomers

Moonpig and Greetz orders

per active customer

Moonpig and Greetz Average

Order Value

(AOV)

12.0m

2024: 11.5m

2.94

2024: 2.94

£8.82

2024: £8.64

At a glance

Revenue

75% 14% 11%

FY24: 71% FY24: 15% FY24: 14%

Adjusted

EBIT

86% 6% 8%

FY24: 75% FY24: 7% FY24: 18%

We aim to become the ultimate gifting companion to our customers

Orders

Cards and gifts sold

Gifting share ofrevenue

35.3m

Moonpig and Greetz

FY24: 33.9m

50.4m

Group

FY24: 48.8m

47%

Group

FY24: 50%

We are the leaders in a large, underpenetrated market that is shifting to online

UK card market

Online volume market

penetration

Online value market

penetration

Online buyer market

penetration

70%

2019: 60%

2019: 4%

15%

2019: 10%

37%

2019: 34%

We operate through four online brands

Revenue mix by country

83% 14% 3%

2024: 82% 2024: 15% 2024: 3%

United Kingdom Netherlands Rest of World

1 As at 30 April 2025. Moonpig and Greetz only.

2 The number of creative features used in a card in the year ending 30 April 2025. Moonpig and Greetz only.

3 For the year ended 30 April 2025.

4 OC&C market research, October 2024.

Strong Adjusted EPS growth and

capital returns to shareholders.

Overview

In FY25, the Group delivered financial

performance ahead of our expectations. Our

model, which leverages technology and data to

build enduring customer relationships, delivered

strong profitability and consistent cash generation.

Performance was underpinned by the core

Moonpig brand, with growth driven by both orders

and average order value. Gift attach rate also

returnedto growth during the year, contributing

tothe rise in average order value.

Trading at Greetz and Experiences was below our

expectations. For Experiences, this was reflected

inthe non-cash impairment charge recognised in

H1 FY25. The transformation plan for Experiences

focuses around strengthening the divisional

management team, the rollout of new features

enabled by the completion of re-platforming during

FY25 and product range expansion in subscription

gifting, casual dining and live experiences. At

Greetz, where performance is on an improving

path, the new technology platform means that

management can now leverage reminders, Plus

subscriptions and the apps to drive customer

retention and frequency. Both businesses remain

key areas of Board focus.

Continued strong Free Cash Flow supported

deleveraging, enabling the introduction of

dividends and share buybacks. We have

announced our intention to buy back up to £60m

ofshares in FY26, whilst maintaining year-end net

leverage at around 1.0x and investing to drive

organic growth.

Whilst we expect further macroeconomic uncertainty

in FY26, the Board remains confident in the Group’s

ability to deliver our medium-term target for mid-

teens percentage growth in Adjusted EPS,

underpinned by the strength and consistency of

our business model.

Chair's statement

FY25 profit and loss

The Group delivered growth in basic

Adjusted EPS of 18.1% to 15.0p (FY24: 12.7p).

This reflects continued growth in trading, a

significant reduction in net finance costs as

the Group deleveraged and the in-year

impact of repurchasing shares reducing

average issued share capital.

Headline Adjusted EBITDA increased from

£95.5m in FY24 to £96.8m in FY25.

Underlying growth was stronger as the

prior year included the benefit from one-off

non-redemption income on vouchers issued

during Covid with extended expiry dates.

Cash flow and capital allocation

During the year, the Board oversaw the

Group's development of a new capital

allocation policy. Our approach remains to

prioritise investing for growth, with

continued strong, high-return investment in

for example, marketing, fulfilment

automation and our technology platform.

Our consistently strong cash flow has also

enabled the Group to begin returning

surplus capital to shareholders.

In FY25, Free Cash Flow of £66.1m (FY24:

£61.0m) enabled a reduction in net

leverage to 0.99x (April 2024: 1.31x), funded

£25m of share repurchases and supported

the declaration of an inaugural dividend of

3.0p (FY24: nil), including a 1.0p interim

dividend paid during the year.

Looking ahead, we expect continued strong

cash generation to support our announced

intention to repurchase up to £60m of

shares in FY26, alongside the Group’s

planned transition to using market

purchases to satisfy share scheme vesting.

Employees

The Board extends its thanks to all the

Group’s employees in the Netherlands,

Guernsey and the rest of the UK for their

contribution throughout the year. Their

dedication and hard work have enabled

the Group to deliver performance ahead of

our expectations, with Adjusted EPS

growing at 18.1% year-on-year.

Sustainability

During the year, the Board oversaw the

development of an updated Sustainability

Strategy, shaped in response to the latest

regulatory requirements and stakeholder

expectations for a clearer focus on material

sustainability risks.

The strategy is structured around three core

pillars: climate change, waste and

circularity and technology and data

privacy. These priorities were identified

through our Double Materiality Assessment

and represent the topics considered most

material to the Group in terms of financial

orsocietal impact.

The strategy introduces a more focused set

of goals, aligned to areas where we can

have the greatest impact. In addition to our

two existing Net Zero commitments, we

have introduced a five-year goal to

implement an information security

management system that aligns with the

NIST Cybersecurity Framework – and a new

packaging waste reduction goal.

The Group will continue to report KPIs

related to the outgoing sustainability goals

as part of its overall disclosure set for

continuity and to maintain transparency.

Board and governance

Throughout FY25, the Group maintained

fullcompliance with the UK Corporate

Governance Code 2018. It also complied

with the relevant provisions of the 2024

Code, except for Provision 29, which is not

effective until the start of the Group’s

financial year ending 30 April 2027.

Preparatory work is underway to ensure

compliance ahead of this date.

There were no changes to the Board during

the year. The Board continues to meet the

requirement for at least half of its members

(excluding the Chair) to be Independent

Non-Executive Directors.

The Board operates a structured, rolling

succession planning process to ensure

continuity and long-term stability. In

reviewing succession plans for the Non-

Executive Directors (NED), we have

considered theperiod leading up to the

2029 AGM, which will mark nine years since

the IPO. Tosupport an orderly transition,

preserve independence and ensure a

balanced distribution of Board tenure,

theNomination Committee intends to

phasenew non-executive director

appointments over the coming years.

Board and leadership diversity

As at 30 April 2025 and at the date of

thisreport, the Board has 43% female

representation, thereby meeting the Listing

Rule target for at least 40% of the Board to

be women. The Group also meets the

Listing Rule requirements for at least one

senior Board position to be held by a

woman (through my appointment as Chair)

and forat least one Board member to be

from an ethnic minority background (as the

Boardcurrently includes two ethnic

minoritydirectors).

The Board has set a voluntary target for

15%ethnic minority representation on the

UKExtended Leadership Team by 2027,

inline with the requirements of the Parker

Review. As at 30 April 2025, representation

was 21%.

The Board remains committed to the FTSE

Women Leaders Review target of at least

40% female representation on the Extended

Leadership Team and as at 30 April 2025

representation was 41%. The Group was

ranked 37th in the FTSE 250 by the FTSE

Women Leaders Review 2024 for women

on boards and in leadership.

Looking ahead

The Board is pleased with the start to the

new financial year and is confident that the

business will continue to deliver long-term

value for shareholders. The Group is ideally

positioned to grow its online market share

and lead the continued shift from offline

toonline.

Kate Swann

Non-Executive Chair

25 June 2025

We have a market-leading

technology platform driving

long-term, sustained growth.

Overview

FY25 marked another year of successful delivery

for Moonpig Group, as we reinforced our position

as the category-defining platform for greeting

cards and gifting. We are the clear market leader

in online cards in both the UK and the Netherlands,

holding a 70% share of the UK online single cards

market and around 65% in the Netherlands

through Greetz (source: OC&C, October 2024).

These positions reflect the compounding

advantages of our platform, built on a powerful

combination of brand strength, scale and

proprietary data. Our position was further

reinforced by extending our strategic asset of

occasion reminders to more than 101 million and

deepening our powerful network effect through

reaching recipients with over 50 million

personalised cards and gifts.

We operate in a structurally high-growth and

underpenetrated market. The online card market is

still in its infancy, with only 6% penetration by

volume and 15% by value in the UK. We are

driving and capturing this long-term secular shift

from offline to online through innovation in

technology and data. In FY25, we continued to

extend our UK market leadership. At Greetz, the

technology platform is increasingly delivering

operational and commercial benefits and we

exited the year on an encouraging trajectory.

Across our markets, our cards-first strategy and

innovations in online experience position us to lead

and accelerate the ongoing channel shift.

Chief Executive Officer’s review

Our platform leverages data, technology

and AI to build customer loyalty and grow

customer cohort value over time. Nearly nine

tenths of Moonpig and Greetz revenue comes

from existing customers, with technology

playing a central role in driving repeat

behaviour. InFY25, we continued to expand

the reach and impact of both our reminders

ecosystem and the Plus subscription

membership programme and launched new

AI-powered tools to further differentiate our

offering from the offline market. Together,

these capabilities have strengthened

customer growth and loyalty, which are key

contributors to ourrevenue growth.

We continue to demonstrate the strength of

our asset-light, growth-compounding

business model, which enables us to scale

efficiently while maintaining high margins.

Growth is driven by three compounding

levers: more active customers, higher

purchase frequency, and rising average

order value – particularly through gift

attachment. Our Adjusted EBITDA margin of

27.6% in FY25 reflects high gross margins

and low reliance on paid acquisition. With

low inventory, negative working capital and

modest capex we are structurally asset

light. This model supports disciplined

reinvestment in technology, marketing and

fulfilment automation, while generating

Free Cash Flow of £66.1m in FY25. For the

year ahead, we expect this to enable

significant capital returns to shareholders

whilst maintaining year-end net leverage at

approximately 1.0x.

We continued to pursue our strategy of self-

funded international expansion in Ireland,

Australia and the US with combined

revenue from these markets growing by

36.1% to £11.8m. Each market follows a

structured path from discovery to product-

market fit and, if successful, ultimately to

profitable growth. Ireland has reached

profitability in its second full financial year

of operation and, while still small, continues

to grow steadily – validating our phased

approach. In Australia and the US, which

are at an earlier stage of development, we

are applying Group capabilities while

localising when essential. Our small, agile

teams in both markets are focused on rapid

iteration, testing and optimisation, aiming

to establish sustainable and profitable unit

economics over time. Early signs are

encouraging and support our long-term

conviction in the opportunity that these

markets represent.

We enter FY26 with strong operational

momentum and a clear focus on strategic

priorities. At Moonpig and Greetz we will

continue to scale the active customer base,

to drive frequency byleveraging reminders,

Plus subscriptions and innovative

technology features, and tobuild on recent

strong momentum in giftattach rate. The

Experiences segment continues to face a

challenging market environment, with a

proposition more exposed to cyclical

pressures than the rest of the Group. The

transformation of Experiences will continue,

with encouraging progress underway in

expanding the product proposition and

enhancing the customer experience. Our

platform, underpinned by resilient customer

behaviour, leading technology and

disciplined execution, positions us to

continue delivering sustained growth

andshareholder value.

Leveraging data and technology

We harness technology and data to drive

growth in two principal ways. First, we

continuously improve our user experience

through high-frequency experimentation.

Each month, we run numerous controlled

tests, presenting feature variants to

segmented customer groups. These

experiments measure impact on KPIs such

as conversion and order value, with

successful variants deployed and used to

guide future prioritisation. Second, we

apply AI to our proprietary customer data to

deliver a more personalised journey. By

combining this data with advanced

algorithms, we tailor the experience so

customers are more likely to find the perfect

card and gift every time, driving

improvements in order frequency and

average order value over time.

Moonpig and Greetz have shared a unified

website platform since late 2022. In FY25,

we extended this integration by migrating

Greetz to the same CRM system as

Moonpig, providing our marketing team

with a common platform for email and app

notifications so they can more easily share

best practices. We also moved Greetz onto

the same payment platform as Moonpig

enabling automatic subscription billing

renewals for Greetz Plus. The two brands

now share common technology across all

areas outside fulfilment, with new features

available for deployment in both the UK

and the Netherlands. At the same time, we

are increasingly tailoring aspects of the user

experience to local market needs – for

example, Greetz now features a redesigned

delivery scheduler that accounts for Dutch

customers' greater price sensitivity, in

contrast to UK customers' stronger

preference for speed of delivery.

We have focused on leveraging AI at every

possible touchpoint to deliver the most

personalised shopping experience for our

customers. We now use the latest AI models

to tag our cards, to better understand

customer search queries, to scan the image

of each card and to analyse customer

sentiment by scanning the message in each

card. Together, these deliver a self-

improving experience where our customers

are finding and creating more relevant and

meaningful products with less effort than

ever before.

We continued to launch innovative creative

tools that set our proposition apart and

encourage repeat use. In December, we

launched "Your Personal Handwriting",

enabling customers to upload and apply

their handwriting as a custom font, while in

February we introduced AI stickers,

allowing users to generate bespoke images

via natural language prompts – with over

4million created to date. These features

build on a creative suite that also includes

audio and video messages, flexible photo

layouts and digital gifts.

To streamline the login experience, we

introduced social login using Apple and

Google credentials, alongside account

linking to provide existing customers who

use social login with seamless access to

their reminders. The "Magic Link" feature

now allows automatic login from reminder

emails, while password resets have been

replaced by one-time login codes for ease

of access.

We have also maintained a strong focus

oncustomer satisfaction, enhancing both

the delivery and service experience. This

includes upgrades to the delivery scheduler

interface, technology enablement for

Moonpig Guaranteed Delivery, and the

launch of tracked card delivery in Ireland.

Additionally, we have expanded the use of

AI-powered chatbots to handle a greater

share of customer service queries, enabling

efficient, high-satisfaction self-service.

At Experiences, the completion of re-

platforming has enabled the development

of a range of customer-facing features, with

a focus on driving commercial performance

through enhanced product discovery and

easier location-based shopping:

• Site-wide navigation across Red Letter

Days and Buyagift, alongside upgraded

mobile filters, to improve usability and

help customers find products more easily.

• Gift Finder tool, integrated into the

homepage and navigation, to enable

customers to narrow choices by location

and category before viewing tailored

experience listings.

• Redesigned product details page layout

to reinforce trust by clearly presenting

keyhighlights, voucher inclusions, and

unique selling points such as "Fully

Flexible", "Easy Extensions", and

"InstantDelivery".

• Next Best Action feature to surface

personalised product recommendations

after each detail page visit, increasing

relevance and upsell potential.

• Location-based shopping innovations

tooffer improved filters, interactive maps

for multi-choice vouchers and custom

landing pages for top-searched

destinations.

• Occasion-specific UX for events like

Father’s Day to adapt homepage,

landing and listing pages and

maximiserelevance and conversion

during peak periods.

Building our brands

The strength of our brands is most clearly

demonstrated by our ability to continuously

acquire customers profitably and to keep

them coming back year after year. We have

made significant progress here in FY25,

with the total active customer base at

Moonpig and Greetz increasing by 4.3% to

12.0 million as at 30 April 2025 (30 April

2024: 11.5 million). This performance reflects

the strength of our well-optimised

marketing platform, which consistently

delivers customer acquisition at scale within

our 12-month payback threshold. It was

further enhanced by technology

developments suchas social login, which

improved the conversion of visitors into new

customers. Moonpig saw consistently strong

acquisition throughout the year, with Greetz

new customers returning to year-on-year

growth in H2 FY25.

Headline frequency remained unchanged

year-on-year at 2.94 orders per active

customer. This reflects the mix impact of

strong new customer acquisition, as year

one cohorts have lower frequency than our

overall customer base. Frequency among

established Moonpig customers was

underpinned by continued development

ofour frequency levers:

• Our reminders ecosystem continues to

scale, with our database of occasion

reminders increasing to 101 million at

30April 2025 (FY24: 90 million). Nearly

40% of Moonpig orders are placed

within seven days of a customer

receiving the relevant occasion

reminder, underlining the importance of

this proprietary channel in driving both

frequency and retention.

• Subscriptions to Moonpig Plus and

Greetz Plus grew to a combined 920,000

(April 2024: 540,000), with members'

purchase frequency uplifted by more

than 20% when they subscribe. These

members are our most engaged

customers, setting 2.5 times more

occasion reminders than non-members

who are active customers and they also

exhibit materially higher gift attachment

rates and app usage.

• We continued to drive customer usage

ofinnovative creative features that

differentiate our greeting card

proposition and drive frequency.

Totalusage of card creative features

rose to 15million in FY25, up from

10million in the prior year.

Reliable delivery is central to how our

brand is perceived and we are evolving our

delivery proposition at pace. In FY24, we

introduced an affordable tracked next-day

delivery service for cards at seasonal peak

events. We have since built on this to

launch Moonpig Guaranteed Delivery as an

always-on option allowing customers to

select a guaranteed delivery date at

checkout. Adoption has been strong with

the service accounting for over one third of

card-only orders by April 2025.

We are also building brand awareness in

new markets as the foundation for long-

term growth. We continue to operate New

Markets as a single profit pool, reinvesting

profit growth to support scalable customer

acquisition. Total revenue across these

markets grew to £11.8m in FY25 (FY24:

£8.7m), led by Australia (£4.9m) and

Ireland (£4.8m). In FY26, we plan to

prioritise Australia for incremental

investment, aimingto reach healthy

payback metrics inthis key market.

Evolving our range

One of our three growth levers is increasing

average order value, with the primary

driver being growth in gift attach rate. We

pursue this in three ways: improving the

user experience, enhancing our

recommendation algorithms and

expanding our gifting range. A key element

of the third pillar is partnering with trusted

consumer brands.

Trusted brands give customers confidence

in the quality and appeal of our gifts. In

FY25, we introduced new collaborations

with Hotel Chocolat in premium chocolate,

Next in beauty and homeware and The

Fragrance Store in perfume. We also

partnered with The Entertainer and Early

Learning Centre to manage our entire

children’s toy proposition on a consignment

basis, eliminating inventory risk. These

partners contribute deep category

merchandising expertise, enrich our curated

range and lend their brand equity to our

platform. Their introduction supported

robust gift attach rate growth during the

second half of the year. Looking ahead,

weare actively engaging with several

additional high-profile trusted brands, with

further launches planned for FY26.

In New Markets, our objective is to increase

customer lifetime value to support future

scaling of marketing, and gifting range

expansion is a key element of this. In

Ireland, three years post-launch, we now

offer over 160 gifts to support double-digit

percentage attach rates and higher repeat

purchase; we broadened our local range

during the year with the launch of balloons.

In Australia, we expanded during FY25 into

new categories including chocolate and

hampers. In the United States, we have

launched an initial range of gifts including

digital retail gift cards and personalised

mugs. Alongside this, we have expanded

our fulfilment infrastructure in both Australia

and the US through new partnerships with

third-party fulfilment centres in Sydney and

Las Vegas.

Chief Executive Officer’s review continued

Our global design platform is the driving

force behind our card offering, a

marketplace that connects us with

designers worldwide. During FY25 we

onboarded a range of cards from Scribbler

and expanded our selection of cards for

secondary card-giving occasions to support

new customer acquisition campaigns. We

also broadened our range of card designs

for recipients outside the household to

facilitate growth in direct-to-recipient

deliveries which have a higher propensity

for gift attachment. At Greetz, we

strengthened our portfolio by licensing

over60 global and Dutch brands.

Control of in-house fulfilment has enabled

investment to drive efficiency improvements.

In September 2024, we insourced UK

balloon fulfilment to improve gross margin.

For FY26, we are investing in automated

parcel sortation, which is an enabler for

broadening our range of gift delivery

options, together with specialist printers

thatwill enable the insourcing of giant

cardfabrication.

At Experiences, we have maintained our

focus on refreshing and expanding the

proposition, with a strong pipeline and an

expected acceleration in the rate of new

product launches during H1 FY26.

Expansion is concentrated on branded

partners and categories with clear

consumer demand. We have launched new

live and immersive experiences including

The Traitors Live Experience, Squid Game,

The FRIENDS Experience, and Elvis

Evolution. In subscription gifting, we have

added brands such as Gousto and

Glossybox, with further launches imminent

across categories including wine,

magazines and flowers. We are also

growing our range of social and

competitive experiences through

partnerships such as Monopoly Lifesized.

Inpubs, bars and casual dining, we have

added well-known brands including

Slug&Lettuce and BrewDog.

Maintaining high ethical,

environmental and

sustainabilitystandards

In FY25, we sharpened our focus by

developing a revised sustainability strategy,

shaped by our double materiality

assessment of sustainability risk. The

strategy defines four goals across three

areas of maximum impact:

• Climate change – direct emissions: We

have maintained our target to reduce

absolute Scope 1 and 2 emissions by at

least 50% by 2030 (a target that has

been validated by the SBTi) and reduce

operational emissions by at least 90%

by2050, with the remaining residual

emissions to be offset.

• Climate change – value chain emissions:

We have retained our existing goal to

secure commitments from suppliers to

adopt SBTi-aligned net zero targets

covering 67% of our Scope 3 emissions

by30 April 2030 and reduce Scope 3

emissions intensity by 97% by 2050.

• Waste and circularity: We have set a

goal to reduce overall waste and

packaging generation in alignment

withEPR guidance by improving the

efficiency of material use and ensuring

responsible end-of-life management.

Work is ongoing with suppliers to collate

data sothat we can set a FY25 baseline

for tracking this goal.

• Technology security and data privacy:

We have set a goal to implement an

information security management

systemthat aligns with the NIST

Cybersecurity Framework by 2030.

During the year, we increased the

proportion of Scope 3 emissions covered by

SBTi-aligned net zero supplier commitments

to 28.8%, up year-on-year from 19.3% the

previous year. We also reduced absolute

location-based Scope 3 emissions by 5.0%

year-on-year.

We eliminated single-use plastics from

shipping packaging in our Dutch operations

during FY25, having previously delivered

the same in the UK. To maintain our "forest

positive" stance, we funded the planting of

113 hectares or 151,000 trees, helping to

restore biodiversity and sequester carbon.

We also implemented a new UK warehouse

management system which we expect to

assist in packaging waste reduction in FY26.

The adoption of a formal goal for data and

technology security was timely, given recent

cyber-attacks targeting high-profile UK

consumer businesses. In response, we have

reviewed our internal processes and

controls to ensure they remain resilient.

Wehave invested significantly in

technology security across many years and

intend to maintain a robust security posture.

Nickyl Raithatha

Chief Executive Officer

25 June 2025

Card creativity features

Having set a market-leading standard

for the external design of physical

greeting cards, we have focused across

the last two years on transforming the

inside of Moonpig and Greetz cards

through the development of digital and

AI-enabled card creativity features. We

see a clear link between use of these

features and higher customer purchase

frequency, helping to drive engagement

and customer lifetime value.

In FY24, we launched a suite of features

including QR code-enabled video and

audio messages, “sticker” images,

flexible photo uploads, printed code-in-

a-card digital gifting and AI-generated

message suggestions.

In FY25, we extended this with the

launch of AI-generated "sticker" images,

allowing customers to create unique

images using natural language

prompts.

We also launched "Your Personal

Handwriting", enabling customers to digitise

their handwriting by writing the alphabet on

a mobile device, generating a personal font

saved to their account for use inany card.

Approximately one third of our cards in

theUK now include at least one creative

feature. Looking forward, we will continue

tofocus on driving growth in customer

adoption of these features.

AI "sticker" images

created since launch

Trusted brands

One of our three growth levers is

increasing average order value,

withtheprimary driver being growth

ingift attach rate. We deliver this

through threestrategic actions:

improving userexperience, refining

ourrecommendation algorithms

andexpanding our gifting range.

Animportant element of this third

pillarispartnering with trusted

consumerbrands.

Trusted brands help build customer

confidence that the recipient will be

delighted to receive the gift. In FY25, we

delivered new partnerships with Hotel

Chocolat in premium confectionery, The

Entertainer and Early Learning Centre in

toys and Next in beauty and homeware.

These partners bring specialist category

merchandising expertise, broaden our

curated range and extend their brand

authority to our platform.

These partnerships supported gift attach

rate growth during the year. We are in

active discussions with several high-profile

trusted brands and expect to launch further

partnerships in FY26 to continue driving

average order value.

Case studies

Personalised recommendations

Our AI-driven recommendation algorithms

area key driver of gift attach rate and

average order value. We have had a

dedicated datascience team in place for

many years, progressively improving these

algorithms through continuous A/B testing.

The models draw on data points including

card selection, browsing history, occasion

reminders and previous behaviour to

generate gift suggestions that are relevant

tothe customer and recipient.

In FY25, we introduced “live inference” –

anewcapability that analyses the message

acustomer types inside their card in real time.

This technology identifies sentiment, tone

andrelationships (e.g. ‘happy birthday

mum’, ‘thinking of you’, ‘congratulations on

your newbaby’) and instantly adjusts gift

recommendations to match. For instance, a

message expressing sympathy may prompt

suggestions for candles or calming treats, while

a message for a child might suggest toys or

sweets. This live analysis makes the experience

more personalised and context-aware, helping

customers find the right gift quickly and easily.

Live inference became a core part of

ourrecommendation engine in FY25,

contributing to improved gift attach rates.

Withevery interaction, the model becomes

smarter – making our gifting journey more

relevant and helping increase order value.

Technology and experimentation

Since completing the migration of

Moonpigand Greetz onto a unified

technology platform at the end of2022,

mostof our technology resource has been

focused on initiatives to drive growth. We

routinely run a high volume of controlled

experiments to optimise theuser experience,

increase conversion and drivehigher order

valueand frequency.

These experiments range from simple

copytests to interface changes with

measurable impact – such as the

introductionof social sign-on options

andimprovements to the save-a-draft

feature, both of which increased order

completion rates. A more seamless and

intuitive user experience helps us convert

more visits into orders and encourages

customers toreturn more frequently.

We operate within a clear return-on-

investment framework for technology,

allocating capital to the initiatives with

thegreatest expected contribution to

revenuegrowth or margin.

Each team is accountable for the financial

performance of its work, with most projects

expected to pay back within two years.

Looking ahead, we expect to maintain and

grow our investment in technology, in line

withour guidance for capital expenditure

toremain at between 4% and 5% of

consolidated revenue. We see a multi-year

runway of opportunity to drive growth

throughcontinuous UX improvement

andproduct development.

1 As at 30 April 2025. Moonpig and Greetz only.

Competitive advantages

Underpinning our clear online

market leadership

Brand power

Clear market leader, with category defining

brandsand93%

prompted brand awareness

Online scale

Capturing 6x

more customer data daily

thanournearestcompetitor,reinforcing

data-drivencompetitiveadvantage

Rich data

Self-learning algorithms optimised across

101mreminders

and >337m transactions

Technology platform

Proprietary technology platform, constantly

optimisedthrough experimentation

Card-first approach

Leveraging data to drive

loyalty and gift attach

Card-first approach

Profitable customer acquisition

with high loyalty

Gift attachment

The most relevant gifting platform

with minimal marketing costs

Business model

Technology and data

Driving a virtuous cycle of customer

retention and lifetime value

Loyal customers

Underpinning growth, profitability

and cash generation

12.0m

FY24: 11.5m

Moonpig and Greetz

active customers

£8.82

FY24: £8.64

Average order value

27.6%

FY24: 28.0%

Adjusted EBITDA margin rate

£66.1m

FY24: £61.0m

Free cash flow

Capture of relevant predictive

dataaround gifting intent

Personalised experience and

contextualrecommendations

Reminder setting and appdownloads

Targeted marketing at times when the

consumer has highest gifting intent

1 Essence Mediacom brand tracking, March 2024 (Moonpig) and April 2024 (Greetz).

2 Source: OC&C October 2024. UK market share of 70%, compared to 12% for nearest competitor.

3 Total of 101m customer occasion reminders as at 30 April 2025. Moonpig and Greetz only.

4 Cumulative transactions as at 30 April 2025. All-time for Moonpig, from 1 September 2018 (post-acquisition) to 30 April 2025 for Greetz and from 13 July 2022

(post-acquisition) to 30 April 2025 for Experiences.

5 As at 30 April 2025. Moonpig and Greetz only.

6 For the year ended 30 April 2025. Moonpig and Greetz only.

7 Adjusted EBITDA margin and Free Cash Flow are Alternative Performance Measures, definitions of which are set out on pages 181 to 182.

Moonpig – revenue by customer cohort

Covid cohort

acquisition

FY20–FY21

Pre FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17

FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25

FY11 FY12 FY13

FY14

FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25

Business model in action

£m

1 Moonpig segment only.

2 Revenue impacted by Covid from March 2020 onwards, including FY20 (year ended 30 April 2020).

3 Source: OC&C, October 2024.

Moonpig’s business model is anchored in acquiring loyal customer cohorts through a card-first strategy, typically achieving payback within

12months. With 88% of physical greeting card purchases tied to annual events

– such as birthdays, anniversaries and national occasions like

Valentine’s Day – the customer journey is highly predictable and repeatable. In the UK, the average card-giving adult sends 19 cards per

year

, providing a solid foundation for long-term retention. This regularity offers a reliable basis for customer retention.

We enhance the value of each cohort over time by activating two core drivers: frequency and average order value. Frequency increases as we

encourage customers to send cards for a broader set of occasions, supported by occasion reminders, subscription programmes, personalised

user experiences and distinctive card features. Average order value grows as customers increasingly add gifts to their purchases – enabled by

continuous enhancements to our recommendation algorithms and a curated, expanding gifting range.

As a result, Moonpig’s revenue is built on the progressive accumulation of high-value customer cohorts. This model has enabled us to retain a

significant share of customers acquired during the Covid period, demonstrating the enduring strength and loyalty of our customerbase.

38.3

45.8

46.5

51.7

59.2

69.4

79.4

87.5

96.6

126.5

281.7

234.7

223.1

241.3

262.0

Reminders

Occasion reminders are a core part of

how we retain customers and drive

purchase frequency. They enable us to

communicate with customers at moments

of high purchase intent. Reminders are

unique to card-giving and gifting, given

that most e-commerce purchases are

not linked to a calendar event.

We have made significant progress

ingrowing both the size and the

effectiveness of our reminders database

in recent years.

There is a mutually reinforcing

relationship between reminders and

Plussubscriptions, withscheme members

on average having set 2.5 times more

reminders thannon-members.

We will continue to invest in the reminder

ecosystem in FY26, enhancing both the

collection of reminders and how the journey

from reminder to order is personalised.

2.5x

more reminders

setby Plus subscribers

Plus subscriptions

Plus is our flagship programme for

driving frequency. The scheme offers a

package of benefits including discounts

on greeting card purchases in return

foran annual fee, incentivising and

rewarding increased usage. Moonpig

Plus launched in May 2023, followed

byGreetz Plus in January 2024.

Since launch, subscriber growth has

been strong, with all new sign-ups

driventhrough on-site messaging at

nomarketing cost. This momentum

continued past the first renewal

cycle,with retention rates exceeding

ourexpectations.

Plus subscribers on average have

higherpurchase frequency than other

customers and this increases by over

20% after joining. They also attach

giftsmore often, contributing further

toincremental revenue.

By mid-FY25, Moonpig Plus accounted

forone-fifth of UK orders. We expect

membership to remain ingrowth across

FY26as we continue to enhance

theproposition.

20%

higher purchase frequency for

Moonpig Plus subscribers

Case studies

1 For Moonpig in FY25.

A large, growing and underpenetrated online market.

The single cards market is large and growing

The physical greeting cards market is

large and resilient, valued at £2.0bn

across the UK, Ireland and the

Netherlands in 2023

. Itcontinues to

grow steadily, driven primarily by

increases in average selling price. The

UK market rose from £1.32bn

in 2021 to

£1.42bn

in 2023, with a small volume

decline averaging 0.9% per annum

Similarly, the Netherlands market grew

from £0.29bn

to £0.31bn

over the same

period, following the same growth

patterns as the UK market.

It is also a broad market, with 42m adult

card buyers in the UK each purchasing an

average of 19 single greeting cards per

year, or 810m in total

. In the Netherlands,

there are 9m adult card buyers, who

purchase on average 13 single cards per

year, or 120m in total

Card buying is consistent across adult age

groups. For instance, in 2023 the average

number of cards purchased per UK card

buyer was 18.5 for 18–34 year olds, 18.5

forthe 35–54 year olds and 19.7 for the 55+

agegroup

The market is undergoing a long-term structural shift to online

The physical greeting cards market

remains under-penetrated online. In

2023, only 15% of total UK market value

and 6% ofvolume was transacted

online. Although37% of UK adults

bought at leastone card online, most

oftheir purchases remain offline

Online penetration continues to rise

steadily – in the UK from 10% in 2019

to15% in 2023 and in the Netherlands

from 13% to 20%

This shift is supported by demographic

trends. In 2023, online buyer penetration

was 50% among 18–34 year olds,

compared to 44% for 35–54 age group and

28% for those aged 55 and over

Consumer research indicates that all age

groups expect to buy more cards online in

future, with younger adults showing the

highest anticipated growth.

Card-giving relates primarily to repeating annual occasions

The greeting card market is

fundamentally different to general

e-commerce because it requires an

understanding of a customer’s unique

relationships, including the identity of

therecipient, the gifting intent and the

date of the occasion.

Card-giving relates primarily to

repeating annual occasions. In the UK,

almost nine-tenths of card sales relate to

annualoccasions such as birthdays,

anniversaries and key seasonal events,

including Christmas, Mother’s Day,

Father’s Day and Valentine’s Day

These repeat annual occasions create a

stable foundation for customer retention

and long-term revenue growth. Our

database of occasion reminders set means

that we understand when our customers

have moments of high gifting intent and

canprovide curated, personalised

recommendations for their card and gift.

Market overview

£2.0bn

Cards market size,

UK/IE/NL in 2023

6.0%

UK online

volume penetration

15%

UK online value

penetration 2023

5%pts

UK online penetration

growth, 2019–2023

68%

Recurring personal

events, share of UK card

sales

20%

Recurring national events,

share of UK card sales

Buyer penetration and share of wallet both driving online growth

Online greeting card volume has two

structural growth drivers: expanding

thenumber of online buyers and

capturing agreater share of their

totalcard purchases.

Buyer penetration remains relatively

low,with just 37% of UK buyers of

physical greeting cards purchasing

online

. This represents a meaningful

growth opportunity. We are driving the

market shift to online through a

proposition that we believe is superior to

offline alternatives for both convenience

and personalisation.

This includes our expanding range of

technology-led card creative features.

In parallel, we see a substantial opportunity

to deepen engagement with our customer

base and increase share of wallet. While

the average UK card-buying consumer buys

19 cards annually, those who already

purchase online do so for only three of

those occasions, on average

. We are

focused ondriving purchase frequency

through ourplatform such as occasion

reminders, our Plus subscription

programmes and our mobile apps.

Cards provide access to the large addressable market for gifting

The total addressable market (TAM) for

gifting across the UK, Netherlands and

Ireland is estimated at £58bn,

comprising £2bn in cards, £22bn in

card-attached gifting and £34bn of

standalone gifting. It includes an

estimated £6.5bn of giftexperiences

Our card-first strategy provides Moonpig

and Greetz with profitable access to the

gifting market, as we can leverage data

collected during the card personalisation

journey to make relevant gifting

recommendations to our customers.

Wedothis with nil incremental marketing

costs, sidestepping expensive online

competition for gifts and flowers, which

supports high operating profit margins.

Significant opportunity in experiential gifting

The UK gift experience market is valued

at £6.5bn and presents a significant

long-term growth opportunity. The

giftingaggregator segment, in which

weoperate through our Buyagift and

Red Letter Days brands, currently

represents only around 5% or £270m

ofthe total market

Historically, the gift experience category

has grown at a faster pace than the

broader gifting market, reflecting

secular consumer shift from physical

towards experiential gifting

Trading conditions have been challenging

over the last two years and gift experiences

have been shown to be more cyclical than

other markets in which the Group operates.

Nonetheless, we believe that once current

macroeconomic pressures ease, the

underlying trajectory of the experiential

gifting market will reassert itself.

37%

Online UK card

buyerpenetration

Cards bought annually by

average UK consumer

£58bn

Gifting TAM for UK/NL/

£22bn

Card-attached gifting

TAM for UK/NL/IE

£6.5bn

Total UK gift experience

market

£270m

Gift experience

aggregator segment

1 Source: OC&C, October 2024.

2 Source: OC&C, June 2022.

3 Calculated as a % of FY25 card sales for Moonpig UK. The figure for recurring personal events includes birthdays and anniversaries.

4 Calculated as a % of FY25 card sales for Moonpig UK. The figure for recurring national events includes Mother's Day, Father's Day, Valentine's Day and Christmas.

Becoming the ultimate gifting companion.

Strategic focus

Leveraging

data and

technology

What this means

We use technology to harness our proprietary

data on customers’ gifting intentions,

generating highly relevant gifting

recommendations.

Our algorithms, which are trained across 337m cumulative

transactions as at 30 April 2025 (30 April 2024: 301m)

continuously enhance the accuracy of our recommendations.

As leaders in the online segment of the greeting card

market, we capture nearly six times

more data than our

closest competitor, strengthening our comparative

advantage over time.

What we have done

• Rolled out innovative card creativity features including

“Your Personal Handwriting” and AI-generated

“sticker”images.

• Used AI to enhance search functionality and product

ranking so that we show more relevant cards and gifts.

• Introduced AI live inference analysis, which interprets

message sentiment in real time to inform our gifting

recommendations.

• Strengthened personalisation across the online

experience, with dynamic content, personalised

reminders and targeted promotions.

• Launched new sign-in options, such as “Login with code”

to drive conversion rate.

• Upgraded location filters from region to city level and

launched a “gift finder” tool to improve gift discovery and

conversion rate at Red Letter Days and Buyagift.

Strategic focus

Evolving

ourrange

What this means

Our ambition is to help customers find the

perfect card and gift for every important

relationship and occasion.

To achieve this, we continually enhance our range of

physical greeting cards, physical gifts and digital gift

experiences. By refining our algorithms to improve product

discovery, we aim to increase our share of customers’ gifting

spend, driving higher purchase frequency and gift

attachment rates.

What we have done

• Launched new card ranges through our design platform,

including a collaboration with Scribbler.

• Partnered with Hotel Chocolat and Next to strengthen

our chocolate, home and beauty categories.

• Partnered with The Entertainer and Early Learning

Centre to broaden our offering of children’s toys.

• Localised Greetz’s offering by adding more Dutch

humour cards and designs reflecting popular local

interests such as hockey.

• Expanded the Experiences offering to strengthen

categories such as affordable dining and subscription

gifts while launching trusted brands including Odeon

and ABBA Voyage.

Our strategy

>40k

card designs

337m

cumulative transactions

Strategic focus

Building

ourbrands

What this means

We want customers to be excited to choose

Moonpig, Greetz, Red Letter Days and

Buyagift and for recipients to be delighted

toreceive gifts and cards from our brands.

To achieve this, we invest in strengthening our brands and

building trust in our quality and service. This trust underpins

customer loyalty and drives growth in our customer base as

recipients become customers themselves, generating a

virtuous cycle of growth.

What we have done

• Grown Moonpig Plus and Greetz Plus memberships

toover 920,000

, increasing customer retention and

orderfrequency.

• Expanded our database of occasion reminders, using

these reminders and AI to personalise promotions.

• Executed a full-funnel marketing strategy across social

and video platforms, maintaining cost efficiency whilst

expanding reach.

• Launched a new Moonpig brand campaign across radio

and TV to support key peaks such as Christmas and

Mother’s Day.

• Formed brand marketing partnerships in the Experiences

business to drive brand awareness.

1 Cumulative transactions as at 30 April 2025. All-time for Moonpig, from 1 September 2018 (post-acquisition) to 30 April 2025 for Greetz and from 13 July 2022

(post-acquisition) to 30 April 2025 for Experiences.

2 Source: OC&C October 2024. UK market share of 70%, compared to 12% for nearest competitor.

3 As at 30 April 2025. Moonpig and Greetz only.

93%

prompted brand

awareness

Moonpig Guaranteed Delivery

Delivery proposition remains a key focus

for Moonpig, particularly as postal

service providers in the UK and the

Netherlands continue to underperform.

Our response has included encouraging

earlier ordering and dispatch using our

database of customer occasion

reminders, clearer communication of

estimated delivery dates, growth in gift

attachment and digital gifting to shift

volumes from letter post to parcel courier

or digital fulfilment and an expanded

range of tracked delivery options.

In FY24, we introduced a tracked next-

day delivery service at an affordable

price point ahead of peak events like

Christmas and Valentine’s Day. In FY25,

we made this feature always-on through

the launch of Moonpig Guaranteed

Delivery. Customers can now choose a

guaranteed delivery date at checkout

and we commit to delivering on or before

that date. Adoption has been strong, with

the service accounting for over one third

of card-only orders by April 2025.

Innovation in delivery will remain a

strategic theme. Our capital expenditure

plans for FY26 include investment in

automated sortation equipment that will

support a broader range of delivery

optionsfor gifts.

Retail gift cards in the US

One of our three growth levers is

increasing average order value, primarily

through growth in gift attachment.

Retailgift vouchers help achieve this

byexpanding the breadth of our gift

range and further increasing its relevance

across a range of gifting occasions.

In FY24, we launched digital retail gift

cards in the US, providing a way to drive

growth in gift attach rate in a market

where we do not yet have sufficient

scaleto support physical gift fulfilment.

Retail gift cards are delivered as a

voucher printed onto the greeting card.

Inaddition to supporting growth in gift

attachment, they enhance the inside of

the card. Alongside features such as

QRcode-enabled video and audio

messages, AI-generated stickers and

photo uploads, they help further

differentiate our proposition from both

online and offline competitors.

Case studies

Three clear levers for driving growth

in our core geographical markets.

Moonpig and Greetz

Growth drivers

Active

customers

What this means

We aim to grow revenue through new customer

acquisition and strong retention of existing

customers.

There are an estimated 51m card purchasers in

theUK and the Netherlands

. As online market

leaders, we expect to continue to capitalise on

thestructural shift to online.

We have a loyal customer base, with

approximately nine-tenths of Moonpig and

Greetzrevenue relating to repeat customers.

Our priorities

• Maintain and grow brand awareness,

emphasising the creative features that

differentiate our cards.

• Run always-on marketing in the UK, Ireland

andthe Netherlands to acquire customers.

• Conduct targeted marketing experiments in

Australia and the US to identify efficient

acquisition strategies in these regions.

• Grow our database of occasion reminders,

whichare our primary retention lever.

Frequency

What this means

We use technology features such as Plus

subscriptions and card creativity features to

raisethe frequency of customer visits.

We will increase the conversion of visits into

ordersby streamlining and personalising the

onlinecustomer journey.

The Group's active customers are estimated to

purchase, on average, 19.4 cards per annum

ofwhich only a small proportion are currently

purchased from the Group.

Our priorities

• Expand the range of card creative features that

we offer to customers.

• Expand subscription membership for Moonpig

Plus and Greetz Plus.

• Increase iOS and Android app penetration

atGreetz.

• Use data to personalise the customer journey

toimprove conversion rate.

Average order

value

What this means

We continue to raise average order value through

pricing optimisation, upselling and gift attachment.

In the UK, approximately 63% of cards are given

with a gift

. The card-first journey enables highly

relevant gift recommendations.

Cross-selling gifts means negligible incremental

marketing costs, sidestepping online competition

inpaid marketing for gifts and flowers.

Our priorities

• Improve our gift recommendation algorithms.

• Evolve our gifting range, including onboarding

more trusted consumer brands that resonate with

customers and recipients.

• Optimise pricing, which includes using algorithms

to increase promotional efficiency.

• Drive card-size format upsell, sales of gifting

add-ons and premium shipping options.

Driving growth

at Experiences

What this means

We are part-way through a transformation of the

Experiences business.

We have completed a full re-platforming of legacy

systems to create a scalable technology foundation

for future growth.

Our current focus is on strengthening the customer

proposition – expanding the range into new

categories, introducing new brands and

developing more flexible ways for customers to

discover and book experiences.

Our priorities

• Drive Experiences order volume through range

expansion, enhanced marketing and new

technology features.

• Increase average order value through price

optimisation and smarter upselling.

• Expand third-party sales through Moonpig and

online and offline retail partners.

• Engage recipients to generate upsell and cross-

sell activity, raising total order value.

1 Source: OC&C, October 2024.

2 Source: OC&C, October 2024. Blended average total number of cards purchased by Moonpig customers in the UK and card customers in NL, weighted by individual

entity’s active customer numbers, for UK and NL only.

Growth drivers

Strategy built on stakeholder

insight and engagement.

The Directors of the Company (and those of all UK companies) are required to act in the way they consider, in good faith, would most likely

promote the success of the Company for the benefit of its members as a whole, whilst also having regard to the matters listed in Section 172

of the Companies Act 2006 (the Act).

The interests of key stakeholders and the Board’s approach to these are explained below. Further information on the Board’s approach

during FY25 to the matters set out in s172 of the Act and on decisions made by the Board, are set out in the Governance Report on pages 74

to 87 and forms part of this s172(1) statement and is thereby incorporated by reference in this Strategic report.

Stakeholder What matters to them How we engage

Customers

At Moonpig and Greetz, our

business model is built around

the progressive accumulation

of loyal customer cohorts.

The use of data and

technology differentiates the

Group from its competitors.

At Experiences we focus on the

conversion of recipients into

futurecustomers.

• Ability to express that they

careabout therecipient

• The right card design

• Relevant gifting

recommendations

• Ability to personalise

• Convenience, including same day

dispatch and digital delivery

• Product quality

• Timely delivery

• Data protection

• Wide geographical choice of

location for gift experiences and

peace of mind that the recipient

has flexibility of choice

• We collect continuous customer feedback for each of our

brands through multivariate testing, on-site surveys,

consumer research, reviewson third-party websites and

brand awareness tracking.

• Our customer service teams operate seven days per week

at each of our four brands. Issues and themes from

customer feedback are communicated to our operational

teams daily.

• We engage with customers through multi-channel

marketing and provide personalised reminders by email

and app notification.

• Our unified technology platform leverages AI and data to

provide apersonalised online customer experience at

Moonpig and Greetz.

• We continue to improve the Experiences technology

platform to enable a better and more personalised online

customer experience.

• We offer a range of delivery options to suit customers’

timescales.

• We are committed to prioritising technology security and

data protection as set out on page 44.

Recipients

We want recipients to be

delighted to open their card

orgift. Positive recipient

experience drives viral

customer acquisition through

word-of-mouth.

At Experiences, we focus on

accelerating recipient-to-

customer conversion by

investing in the online

redemptionexperience.

• A memorable and enjoyable

experience

• Convenient and reliabledelivery

• High quality products and

packaging

• Sustainability and ease of

recycling

• Ease of redemption for gift

experiences

• Wide geographical choice of

location for giftexperiences

• The breadth of our card design range means that

recipients should see a highly relevant card upon opening

their envelope.

• The Group invests in technology development to deliver

innovations such as group cards, video messages,

personalised handwriting in greeting cards and digital

gifting. These differentiate our offerings from those of our

offline and online competitors.

• We have launched new gifting brands and customers

canadd digital experience gifts as a voucher insider

theircards.

• In both the UK and the Netherlands, we offer seven or

eight days’ guaranteed freshness on cut flowers.

• We offer a seven-day parcel delivery service in the UK

and theNetherlands and have introduced next day

Moonpig Guaranteed Delivery for cards in the UK.

Section 172(1) statement and stakeholder engagement

Stakeholder What matters to them How we engage

Employees

The Group’s delivery against

its strategic objectives is

dependent upon it being able

to attract, recruit, motivate

and retain its highly skilled

workforce.

• Career and personal

development.

• Reward.

• Employee engagement.

• Health and wellbeing.

• Safe working conditions.

• Dignity, respect and inclusivity.

• We foster an open, transparent culture through regular

“All Hands” meetings, an annual all-employee strategy

conference, and an annual strategy showcase, all of

which are led by the Executive Committee.

• We conduct twice-annual employee engagement surveys,

which are used to build engagement action plans at

divisional and functionallevel.

• Management engages with employee networks and

affinity groups, which provide supportive forums for under-

represented employee groups. See page 47.

• Regular health and safety assessments are carried out to

ensure the wellbeing of all employees.

• The Board engages with employees both through a

defined programme of meetings carried out by the

Designated Non-Executive Director for workforce

engagement (DNED) and through direct engagement

with employees by the other NEDs. The full Board engages

in oversight of employee engagement through reviewing

employee engagement survey results and receiving

regular feedback from the DNED. Refer to page 80.

• The Group provides an independent whistleblowing

service to encourage employees to raise relevant concerns

anonymously and/or confidentially. This service is

communicated proactively to employees who all receive

annual training on whistleblowing. Details of any

whistleblowing reports received are set out on page 79.

Investors

Access to capital is crucial

forthe Group’s long-term

performance.

To provide investors and

analysts with a clear

understanding of our

strategy,business model,

culture, performance and

governance, we aim to

provide fair, balanced and

understandable information.

• High governance standards.

• A balanced and fair

representation of financial

resultsand prospects.

• Confidence in the Company’s

leadership.

• Clarity around principal risks

anduncertainties.

• Total shareholder return.

• Progress on business and

sustainability strategy delivery.

• We maintain open communication with investors through

disclosures in the Annual Report, investor presentations

and trading updates. These are available on our

corporate website.

• The Executive Directors interact with investors at formal

roadshows, investor meetings and attendance at investor

conferences. Seepage 81.

• All Directors attended the Annual General Meeting held

on 18September2024.

• Proactive shareholder engagement is carried out by the

Non-Executive Directors whenever the Board or its

Committees identify matters arising that merit discussion

with shareholders. See page 81 of the Corporate

governance statement.

• Regular updates are provided to the Board on market

sentiment, investor relations activity and equity research

reports.

• We held our first Capital Markets Event in October 2024.

Stakeholder What matters to them How we engage

Suppliers

Strong relationships with

suppliers are critical to the

Group’s success.

We prioritise building long-

term, mutually-beneficial

relationships with our

suppliers, collaborating

withthem to uphold high

standards and expectations

ofbusiness conduct.

• Long-term collaborative

relationships.

• Growth opportunities.

• Fair terms and conditions.

• Responsible, ethical

procurement.

• Prompt and accuratepayment.

• The Group engages with suppliers and partners regularly,

including through members of the Executive Committee.

• Our supplier onboarding process is rigorous and includes

technology security and data protection due diligence, as

well as checks on financial viability, modern slavery, anti-

facilitation of tax evasion, anti-bribery and sanctions and

GHG emissions.

• A Supplier Code of Conduct is available on our corporate

website, outlining expectations for ethical conduct,

environmental sustainability and social responsibility.

• We collaborate with key outsourcing partners to refine

operationalperformance.

• The Group’s Global Design Platform enables independent

designers to make their card designs available to our

customers in return for royalties.

• We report on supplier payment practices.

• We have set a goal to obtain commitments to set net zero

targets from suppliers representing 67% of Scope 3

emissions by April 2030 and operate an ongoing

programme of supplier engagement to deliver this.

Communities and

environment

The Group is committed to

making a positive impact on

the communities and the

environment in which

itoperates.

• Positive impact on thecommunity.

• Energy usage and carbon

emissions.

• Sustainability.

• The Group has a long-standing commitment to charitable

activity. Ourcharitable donations in FY25 are summarised

on page 48.

• The Group continues to support diversity in the wider

technology sector. This includes extending our successful

apprenticeship programme operating codingbootcamps.

• Our operational facilities in the UK and the Netherlands

are designed with the environment in mind. The UK facility

has achieved a BREEAM Excellent rating and the

Netherlands facility has been retrofitted in line with

bestpractice.

• The Group is committed to sustainable sourcing and

continues to ensure that 100% (FY24: 100%) of our card,

envelope and paper packaging SKUs for our core UK and

Netherlands markets are 100% sustainably sourced, either

through FSC or PEFC certification or containing more than

75% recycled content.

• The Group has set a target to reduce Scope 3 emissions

by 97% tCO

e/Revenue by 2050 against a FY22 baseline.

• The Board monitors progress against our climate transition

plan, which sets out how the business plans to adapt as

the world transitions to a low carbon economy.

Section 172(1) statement and stakeholder engagement continued

A year of continued progress

inoursustainability journey.

Over time, Moonpig Group has contributed to society through its

core purpose, which is to create better, more personal connections

between people who care about each other. This commitment

extends beyond our products and services, shaping the way we

approach sustainability and our wider responsibilities to society and

the environment.

Since launching our first sustainability strategy in 2021, we have

made steady progress. In 2022, we began formal disclosures

against the Task Force on Climate-related Financial Disclosures

(TCFD) framework. In 2023, we adopted the SASB framework,

started measuring Scope 3 value chain emissions and disclosed

climate-related metrics, targets and a climate transition plan. In

2024, wepublished our first standalone Sustainability Report and

climate-related disclosures required under Companies Act 2006

asamended by the Companies (Strategic Report) (Climate-related

Financial Disclosure) Regulations 2022.

In the past year, the Group further strengthened its approach to

sustainability in three ways – achieving full consistency with the

TCFD, completing a Double Materiality Assessment (DMA) of

sustainability impact, risk and opportunity and refreshing its

sustainability strategy.

Full consistency with the TCFD Guidance

Our disclosures are consistent with the TCFD, for each of the four

recommendations and eleven recommended disclosures. During

the year, we performed a reassessment of our qualitatively

identified material risks and opportunities, which was followed by

the completion of our first quantitative scenario analysis, helping us

better understand the potential financial impacts of climate-related

risks and opportunities under various future scenarios and

timeframes. The output of the quantitative scenario analysis was

assessed in line with the Group's inaugural Corporate Sustainability

Reporting Directive (CSRD) aligned DMA, ensuring consistency of

financially material identified risks and opportunities.

Double Materiality Assessment

We undertook our CSRD-aligned DMA with support from external

advisers to better understand sustainability impacts, risks and

opportunities. This process examined both the actual or potential

impact the Group has on society (impact materiality) as well as

assessing sustainability risks and opportunities that could materially

affect theGroup's financial position, performance or strategy

(financialmateriality).

The DMA was conducted in line with the CSRD framework, albeit

theGroup is not required to comply with CSRD and has neither

reported in accordance with it nor sought assurance over the

DMAoutput.

Revised sustainability strategy

We have revised the Group sustainability strategy to align with the

impacts, risks and opportunities identified by the DMA. The strategy

now comprises four goals centred around three sustainability topics:

• Climate change.

• Waste and circularity.

• Technology security and data privacy.

Five years after implementing our previous strategy, most of the

original eight sustainability goals had either been achieved or

become less material as identified by the DMA; the exceptions to

thisare the previous climate change goals, which remain in place.

The updated strategy builds on the Group's prior commitments and

applies insights from the DMA to target the most impactful and

financially material sustainability topics.

Progress against our previous sustainability goals is set out in our

2025 Sustainability Report which can be found at

www.moonpig.group.

Looking ahead, we will continue delivering against our

sustainability goals, focusing on the environmental and social issues

most relevant to our business. This supports effective risk

management and long-term value creation.

Strategy

See pages 26 to 28

Climate change (including TCFD)

See pages 29 to 42

Waste and circularity

See page 43

Technology security and data privacy

See page 44

SASB Standards

See pages 45 to 46

People and communities

See pages 47 to 48

Sustainability

Strategy

Assessment of impacts, risks and opportunities

To ensure our strategy addresses the most relevant sustainability issues, Moonpig Group undertook a Double Materiality Assessment (DMA)

inFY25. The process was led by the Group's Sustainability Working Group, with input from third-party specialists.

Materiality thresholds were aligned with the Group's risk management policy. Engagement with employees and our external stakeholders – including

consumer representatives, key suppliers and delivery partners – enabled us to identify the issues that matter most and help us prioritise areas with the

greatest impact. The final DMA outcomes were approved by the Board on 1 April 2025 following recommendation from the Audit Committee.

The matrix below summarises the material impacts, risks and opportunities identified through the DMA and their materiality type:

Materiality matrix

This assessment underpins the Group's revised sustainability strategy, ensuring that goals focus on the most impactful and financially

materialmatters.

Material risk/opportunity

Impact

materiality

Financial

materiality Description Sustainability goal

Climate change mitigation

(Scope 1, 2 and 3 emissions)

Material

risk

Material

risk

Greenhouse gas emissions and resilience to

climate-related risks.

The Group's financially material risks in relation

to climate change mitigation are detailed on

page 31 and are in relation to the potential for

carbon taxes and the impact of consumer

sentiment changes.

Goal 1: Net zero direct

emissions

Goal 2: Net zero value

chain emissions

Climate change – Energy use

(Data storage and operations)

Material

risk

Not

material

Energy consumption linked to data storage

and operations.

Goal 1: Net zero direct

emissions

Goal 2: Net zero value

chain emissions

Waste

(Including packaging waste)

Material

risk

Not

material

Waste generation, particularly packaging and

product lifecycle impacts.

Goal 3: Waste and

circularity

Privacy

(Own workforce)

Not

material

Material

risk

Regulatory and financial risks from employee

data breaches.

Goal 4: Technology security

and data privacy

Privacy

(Consumers and end users)

Not

material

Material

risk

Risks relating to GDPR compliance, consumer

data protection and security breaches.

Goal 4: Technology security

and data privacy

Health and safety

(Consumers and end users)

Material

risk

Not

material

Customer health and safety linked to

experiential and food gifts.

Core business delivery

Access to products

andservices

(Consumers and end users)

Material

opportunity

Not

material

Inclusivity and positive societal impact of

personalised product offerings.

Core business delivery

Sustainability continued

Revised sustainability goals

The status of the Group's four revised sustainability goals is outlined below. Goals 1 and 2 are continued from the previous sustainability

strategy. FY25 delivery against the goals in the previous sustainability strategy is set out in the Group's Sustainability Report, which can be

accessed at www.moonpig.group.

Goal Status Next steps for FY26

Goal 1 – Net zero direct emissions

We will:

• Reduce absolute operational emissions

(Scope 1 and Scope 2) by at least 50%

by 2030, validated by the SBTi;

• Reduce operational emissions by at

least 90%

by 2050; and

• Offset any emissions that cannot

bereduced.

In FY25, the Group’s total Scope 1 and 2 greenhouse

gas emissions, calculated using the location-based

approach, were 601tCO

e, (FY24: 535tCO

e). The

increase year-on-year is attributable to the non-routine

replenishment of refrigerant gas in the closed HVAC

system at our Tamworth facility in the UK. This is not

expected to recur over the system's remaining lifetime

and was not part of the original emissions baseline.

After adjusting for this, to enable like-for-like

comparison, Scope 1 and 2 emissions for FY25 would

have been 530tCO

e, representing a 22% reduction

from the baseline

. Using the market-based approach,

which incorporates the Group's investments in

renewable energy procurement, adjusted Scope 1 and

2 emissions would have been 142tCO

e, a reduction of

79% from the baseline

Emission reductions have been driven by enhanced

energy monitoring, including the installation of

submeters in our main UK operational facility in line

with recommendations from previous energy audits.

We consolidated our Dutch footprint by relocating

head office functions from Amsterdam to our facility in

Almere, improving overall efficiency. We also arranged

for solar panels to be installed at this facility.

We have offset Scope 1 and 2 emissions from the

previous year through investments with a specialist

partner that obtains independent verification from a

recognised accreditation body for each of its projects.

Projects included reforestation and wind power

construction.

The Group will continue to

implement recommendations

from energyaudits, including

procurement of renewable

energy for our offices and

operational facilities.

Wewill also prioritise energy

efficiency enhancements and

explore strategies to minimise

natural gasconsumption.

Goal 2 – Net zero value chain

emissions.

We will:

• Obtain commitments from suppliers to

set net zero emissions reduction targets

aligned with SBTi criteria representing

67% of Scope 3 emissions by 30 April

2030.

• Reduce Scope 3 emissions intensity by

97%tCO

e/£1m of revenue by 2050,

offsetting any emissions which cannot

be reduced.

In FY25, we reduced emissions by 3,598tCO

e from

thebaseline

. Revenue intensity reduced by 12tCO

£1m revenue against the baseline

at 221tCO

e/£1m

ofrevenue.

As at 30 April 2025, we had obtained commitments

from suppliers representing 28.8% of Scope 3 emissions

to set net zero emissions reduction targets aligned with

SBTi criteria.

The greenhouse gas emissions disclosure on pages

37to 39 includes details of our Scope 3 categories,

ourorganisational and operational boundaries and

themethodologies we use to measure value

chainemissions.

The Group intends to continue

working with key suppliers

that do not have publicly

disclosed net zero emissions

reduction targets. We aim to

increase commitments from

our suppliers to set net zero

emissions reduction targets

aligned with SBTi criteria so

that these cover 36% of Scope

3 emissions by 30April 2026.

1 For Scope 1 and Scope 2 baseline emissions are 677tCO

e. The baseline year is FY20 and this has been validated by the SBTi. The FY20 baseline has been recalculated

forFY20 emissions at Experiences, following the acquisition of that segment.

2 For Scope 3, baseline absolute emissions are 80,928tCO

e and baseline emissions intensity is 233tCO

e/£1m of revenue. The baseline year is FY22, which includes FY22

Experiences emissions.

Strategy continued

Goal Status Next steps for FY26

Goal 3 – Waste and circularity

We aim to reduce overall waste and

packaging generation in alignment with

EPR guidance by improving the efficiency

of use of materials and ensuring

responsible end-of-life management,

based on an assessment ofupstream

packaging materials, operational practices

and downstream waste impacts.

In FY25, 100% (FY24: 100%) of paper, envelope and

packaging SKUs in the UK and Netherlands are

sustainably sourced, either through FSC or PEFC

certification or containing more than 75% recycled

content, with 98% (FY24: 98%) coverage globally.

In FY25, we also launched the Packaging Gatekeeping

Project, a Group-wide initiative to standardise

packaging materials, suppliers, branding, sustainability

criteria and tax compliance. This supports waste

reduction, improves recyclability and ensures that our

packaging aligns with both regulatory requirements

and sustainability best practices.

The Group is committed to

strengthening its sustainability

standards by transitioning to a

definition of "sustainably

sourced" that requires 100%

FSC certification. This will

involve phasing out PEFC-

certified and 75% recycled-

content packaging SKUs. As

part of this transition, we will

extend FSC certification to the

Experiences Division in FY26.

During FY26, once supplier

data is available to us, we will

calculate abaseline for our

waste and circularity goal

using FY25 as the baseline

year, enabling us to track

progress, identify areas for

improvement and drive

reductions in packaging and

waste generation.

Goal 4 – Technology security and

data privacy

Across the period to 2030, we aim to

implement an information security

management system that aligns with the

NIST CSF, strengthening our technology

security posture, ensuring best-in-class risk

management and enhancing customer

and stakeholder trust.

The NIST CSF is the Cybersecurity

Framework published by the U.S.

Government’s National Institute of

Standards and Technology. It sets out

voluntary guidelines to help organisations

manage and reduce cybersecurity risk

across five key functions: Identify, Protect,

Detect, Respond and Recover.

The Group has an existing strong technology security

posture, reflecting multi-year investment in endpoint

protection, access controls, risk management and

threat monitoring.

During the year, two internal audits were carried out

focusing on technology security: the first assessed

technology governance and risk management maturity

within our Experiences Division, while the second

reviewed technical security controls and operations

across the Group. We also commissioned a specialist

third party to review technology security, focusing on

system defences and threat detection. Implementation

of the recommendations from all three exercises

isunderway.

We are implementing an IT Service Management tool

to enhance technology asset management, define

responsibilities around disallowed software and

strengthen configuration management.

The Group will complete

theimplementation of

recommendations from the

internal audit and other

independent reviews

carriedout during FY25.

The Group will commence

work on the implementation

ofan information security

management system.

Thiswork will be driven

bygap assessments across all

internal and external

ITsystems, defining ownership

of those systems and

identifying responsibilities

around those systems.

Sustainability continued

Climate change

Statement of consistency with the TCFD framework

The Group’s climate change disclosure is based on the requirements of “Recommendations of the Task Force on Climate-related Financial

Disclosures” published in June 2017 and “Implementing the Recommendations of the TCFD” issued in June 2021. The Group’s full sustainability

disclosure, including relating to climate is set out in the Sustainability Report, which can be accessed at www.moonpig.group.

The Group has complied in full with all four recommendations and the eleven associated recommended disclosures. These have been

structured in line with the “Guidance for All Sectors” and are presented across the four TCFD pillar sections on pages 30 to 42 of this report.

TheGroup has ensured compliance with Section 414CB of the Companies Act 2006 and has indicated in the table below how the climate-

related disclosures outlined in Section 414CB are addressed by the TCFD recommended disclosures.

TCFD pillar TCFD recommended disclosure Status CA 414CB

1. Climate

governance

The organisation’s

governance around

climate-related risks

and opportunities

a) Describe the Board’s oversight of climate-

related risks andopportunities.

The Board’s oversight is described across pages

30 to 31.

(a)

b) Describe management’s role in assessing

and managing climate-related risks and

opportunities.

Management’s role is described across pages

30to 31.

(a)

2. Climate strategy

The actual and

potential impacts of

climate-related risks

and opportunities on

the organisation’s

businesses, strategy

and financial planning

where such information

is material

a) Describe the climate-related risks and

opportunities the organisation has

identified over the short, medium and long

term.

The Group’s climate-related risks and

opportunities are disclosed across pages

31to36.

(d)

b) Describe the impact of climate-related

risks and opportunities on the

organisation’s businesses, strategy and

financial planning.

The impact of this risk assessment on business

strategy and financial planning is set out at

page32.

(e)

c) Describe the resilience of the

organisation’s strategy, taking into

consideration different climatescenarios.

The Group has prepared integrated, quantified

climate scenarios which are set out at page 33.

(f)

3. Climate risk

management

How the organisation

identifies, assesses and

manages climate-

related risks

a) Describe the organisation’s processes for

identifying and assessing climate-related

risks.

The Group’s processes for identifying and

assessing climate-related risks are set out at

page36.

(b)

b) Describe the organisation’s processes for

managing climate-related risks.

The Group’s processes for managing climate-

related risks are set out at page 36.

(b)

c) Describe how processes for identifying,

assessing and managing climate-related

risks are integrated into the organisation’s

overall risk management.

Climate risk management is fully embedded

within the Group’s overall risk management

framework. Refer to statement on page 36 and

summary of the Group’s risk management

process at pages 62 to 69.

(c)

4. Climate metrics

and targets

The metrics and targets

used to assess and

manage relevant

climate-related risks

and opportunities

where such information

ismaterial

a) Disclose the metrics used by the

organisation to assess climate-related risks

and opportunities in line with its strategy

and risk management process.

The Group’s climate-related metrics are

disclosed on page 37. One TCFD cross-industry

metric category (internal carbon prices) is not

disclosed, however this is because the Group

does not use internal carbon prices due to its low

carbonfootprint.

(h)

b) Disclose Scope 1, Scope 2 and if

appropriate, Scope 3 greenhouse gas

emissions and the related risks.

Disclosure of absolute Scope 1, 2 and 3 GHG

emissions for FY25 and FY24 is set out on pages

38 to 39.

(h)

c) Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets.

The Group has set targets for Scope 1, 2 and 3

emissions and the proportion of Scope 3

emissions from suppliers with an emissions

reduction target aligned with SBTi criteria.

Referto pages 40 to 42.

(g)

Voluntary assurance over TCFD disclosures

The Group has not obtained voluntary assurance over any aspect of FY25 TCFD reporting.

Climate change continued

TCFD Pillar 1: climate governance

Disclosures (a) and (b) – Board oversight and management role

During FY25, the Board maintained active oversight of climate-related matters. Key priorities included completing the Double Materiality

Assessment and revising the sustainability strategy to align with the impacts, risks and opportunities identified. Sustainability risks were also

reviewed as part of the regular operation of the Group's Risk Management Framework.

The Group has the following governance arrangements in place to assess and manage climate-related risks and opportunities, aligned with

the TCFD’s all-sector guidance.

Area

Disclosure (a) – Board oversight Disclosure (b) – Management role

Structure

Effective integration of

climate-related risk

and opportunity

assessment and

management into the

Group’s governance

structure.

The Board has collective responsibility for risk, including

climate-related risk. The Board does not consider it

currently necessary to establish a dedicated

sustainability committee, given the size and composition

of the Board (in which all Independent Non-Executive

Directors sit on all committees).

The Board has appointed Susan Hooper as the lead

Independent Non-Executive Director in relation to

oversight of sustainability-related matters, including

climate-related matters.

A management Sustainability Working Group meets

regularly throughout the year to coordinate climate-

related planning, delivery against those plans and

climate-related disclosure. The Sustainability Working

Group comprises the Chief Financial Officer (“CFO”)

and the Chief Operations Officer (“COO”) together with

individuals in finance and sustainability roles.

The CFO oversees maintenance of the sustainability risk

The COO oversees the updating of and delivery against

the Group’s climate transition plan.

Expertise

Possession of

knowledge, skills,

experience and

background to ensure

awareness and

understanding of

climate-related risks

and opportunities.

As at 30 April 2025, seven Board members had ESG

skills and experience, including relating to climate

matters, as identified by the Board skills evaluation

summarised in the Nomination Committee report on

page 100 of the Annual Report and Accounts 2025.

The Audit Committee has received external updates on

the roadmap for potential future climate-related

regulatory reporting requirements.

The Remuneration Committee obtained independent

remuneration advice prior to setting a climate-related

bonus measure and target for FY25.

There is relevant knowledge and skills within the

Group’s finance and sustainability teams.

Management obtains specialist advice relating to

climate-related matters where appropriate. During

FY25 the Executive Directors obtained external

guidance for the Group's DMA and TCFD quantitative

scenario analysis.

Accountability

Recognition of duties

to shareholders

concerning to climate

change.

The Board recognises its duties to shareholders for the

long-term stewardship of the Group and holds itself

accountable for ensuring long-term resilience with

respect to potential shifts in business landscape that

may result from climate change.

Management is responsible for ensuring that the Board

has access to the information required to enable the

Board to discharge its duties in relation to sustainability

change and wider sustainability risks and opportunities.

A sustainability risk register is maintained by

management and approved by the Board. The Group’s

primary climate-related risks are set out on pages 34 to

35 and other sustainability risks are summarised within

the 2025 Sustainability Report, which can be found at

www.moonpig.group.

Strategic

integration

Systemic consideration

of climate in strategic

planning and

decision-making and

embedding into risk

management.

The Board receives annual, scheduled updates from the

Chief Operations Officer on climate-related strategy

and delivery against it.

Climate risk is not procedurally embedded into

processes for strategic planning, budgets, capex and

M&A on grounds of materiality. However, there is

routine discussion and challenge on climate-related

impacts during Board and Committee meetings.

Climate-related risk is embedded into the Group’s risk

management framework which follows a “three lines of

defence” model, outlined on page 69.

During FY25, management revised the Group's

sustainability strategy to reflect climate-related risks

identified in the DMA. Management provides the Board

with updates on the progress against the sustainability

goals within the strategy.

Materiality

Structures are in place

for reviewing the

materiality of climate-

related risks and

opportunities and

ensuring a

proportionate

response.

The Group’s climate-related risks and opportunities are

assessed and approved by the Board twice each year,

based on advice from the Audit Committee.

The basis on which the Group has assessed materiality

for the purposes of climate-related disclosures is set out

on page 31.

The CFO is responsible for maintaining a register of

climate-related risks and opportunities, as part of the

Group’s risk management process.

The CFO presents the Group’s primary climate-related

risks to the Audit Committee and the Board twice each

year.

Sustainability continued

Area

Disclosure (a) – Board oversight Disclosure (b) – Management role

Remuneration

Incorporation of

climate-related

measures and targets

in management

remuneration.

The annual bonus scheme for the Executive Directors,

Executive Committee and Extended Leadership Team

includes a climate-related target to obtain

commitments from suppliers in setting emissions

reduction targets aligned with SBTi criteria.

For FY25 and FY26, the annual bonus scheme includes a

climate-related target that applies for all members of the

Executive Committee and for the Extended Leadership

Team.

Reporting

Consistent and

transparent disclosure

of material climate-

related risks and

opportunities.

The Board approves the Group’s TCFD disclosures as

part of the process for the approval of the Annual

Report and Accounts, on advice from the Audit

Committee.

Management is responsible for the preparation of the

Group’s climate-related reporting.

Stakeholder

exchange

Appropriate

engagement and

dialogue with

stakeholders.

ShanMae Teo is the CFO of carbon market

specialists, Climate Impact Partners. Susan Hooper is

a director of Chapter Zero, a forum that supports UK

directors on climate governance.

The Executive Directors discuss sustainability and other

ESG topics as part of their ongoing programme of

meetings with investors, fund managers and analysts.

Management engages with selected third-party

organisations that monitor company sustainability

performance.

The Group’s carbon emissions reduction target was

validated by the Science Based Targets initiative (“SBTi”)

during FY21.

The Group submitted its annual disclosure to the Carbon

Disclosure Project (“CDP”). It received a B-rating for

climate change which is above the global average and

in line with the discretionary retail sector, and a C-rating

for water which is in line with both the global average

and the discretionary retail sector.

TCFD Pillar 2: climate strategy

Disclosure (a) – description of climate-related risks and opportunities

Following the qualitative reassessment performed in FY25, of which further detail can be found on page 36, the Group has identified the

following key climate-related risks and opportunities:

Category Theme Risk or opportunity

Transition risks Price analysis and

regulatory changes

Carbon tax and pricing mechanisms in a Paris Agreement Aligned scenario

The path to

decarbonisation

Consumer sentiment risk of potential consumer preference changes as a result of

failure to decarbonise in a Paris Agreement Aligned scenario

Transition

opportunities

The path to

decarbonisation

Consumer sentiment opportunity reflecting the strategic shift toward sustainable

products and packaging in response to evolving consumer expectations

The Group considers that the above risks are common to all the Group’s segments and principal geographies.

Climate risks and opportunities may crystallise over a long period, therefore our assessment of climate-related risks considers three

timehorizons:

• Short term (up to 3 years) – climate-related risks which are identified as material within this time frame will additionally be categorised

asa principal risk provided it is deemed probable that the risk will eventuate. This is in line with our overall risk management process.

• Medium term (3 to 10 years) – climate-related risks which are identified as material during this time frame are monitored and assessed.

• Long term (over 10 years) – the Group recognises that it must consider and address longer-terms risks as it formulates business strategy.

When assessing climate-related risks and opportunities, the Group reviewed its qualitatively identified risks and opportunities against the

material impacts, risks and opportunities as identified by the CSRD-aligned DMA undertaken during FY25. The DMA recognises that the

impacts of an organisation’s activities extend beyond its own operations and financial performance and that sustainability issues can have

both external and internal materiality. Double materiality looks at material sustainability topics through the following two lenses:

• Financial materiality – the potential financial effects of a sustainability topic that may influence future cash flows, categorised as either

Insignificant (<2%), Minor (2%-5%), Moderate (5%–10%), High (10%-15%) or Major (>15%) impact on consolidated Adjusted EBITDA.

• Impact materiality – the actual or potential impact that the Group has on society and the environment in its own operations or along the

value chain.

Climate change continued

TCFD Pillar 2: climate strategy continued

Disclosure (a) – description of climate-related risks and opportunities continued

Whilst the Group has assessed each risk in relation to the above defined impact, the Group considers a risk to be material if it has a high or

major impact on Adjusted EBITDA or is judged to have a high or major actual or potential impact on society or the environment. Technology

security and data protection is classified as both aprincipal risk and a material sustainability risk due to its potential financial impact. Other

sustainability risks have not been assessed as having a material impact on the Group's business model, strategy or the Directors' assessment

of viability and therefore are not classified as principal risks. Further information with respect to the Group's definition of principal risks can

be found at page 64.

Disclosure (b) – impact of climate-related risks and opportunities

The Group’s assessment of the impact of climate-related risks and opportunities is based on the TCFD’s all-sector guidance. The table

below summarises their impact on the Group's strategy and financial planning.

Area Impact of the Group’s assessment of climate-related risks and opportunities

Revenue and costs • No material impact on revenue and costs associated with business operations.

• Stringent carbon pricing on Scope 3 emissions could materially increase costs in the short, medium and long

term, however if the Group adheres to its decarbonisation strategy, this exposure is expected to peak in the

medium term before declining to an insignificant cost by 2050.

• Shifting consumer preferences towards more sustainable products represents both a major risk and

opportunity, with the scale of the impact dependent on the Group's ability to decarbonise. Given the high level

of uncertainty in forecasting consumer behaviour, the impact on revenue and costs is unable to be

meaningfully quantified and is therefore classified as "Potentially Moderate" and the Group will continue to

monitor consumer sentiment trends.

Products and services • The Group’s climate transition plan includes a work-stream for reducing energy consumption within the

Group’s in-house manufacturing and fulfilment operations and for decarbonising the sourcing of gifts and

cards.

Value chain • The Group’s climate transition plan includes obtaining commitments from suppliers and delivery service

providers to reduce Scope 3 emissions.

Research and

development

• Management does not consider climate-risk when prioritising research and development on grounds of

materiality.

• The Group is working to develop solutions for digital gifting, leveraging the capabilities of the Experiences

segment. Whilst the reason for investing in this area is to capture customer demand, an ancillary benefit of the

development work will be the lower carbon emissions associated with digital delivery of a gift.

Capital allocation • No current or anticipated implications for access to either debt or equity capital.

• No material impact on planned capital expenditure. As part of its existing programme of tangible capital

expenditure, management will consider opportunities for reductions in Scope 2 emissions and during FY25 we

signed a lease for solar panels at our Almere facility which will be installed and brought into use during FY26.

• No material impact on the Group’s approach to M&A. The acquisition of Experiences in FY23 brought

capability in digital gifting (which reduces the Scope 3 emissions associated with physical delivery to a gift

recipient), however this did not form part of the acquisition rationale or business case.

Financial planning • In general, climate risk is not procedurally embedded into processes for strategic and financial planning. It is

instead addressed as a standalone periodic agenda item at Board meetings.

• In April 2023 the Board approved a climate transition plan which is intended to address the long-term,

assessed material transition risks in a Paris Agreement Aligned (below 1.5°C) scenario, which envisage

potential reputation impact from carbon tax and pricing mechanisms as well as potential reputation impact

from failure to decarbonise the Group’s products and/or value chain. During FY26 the Group intends to

reassess its climate transition plan in light of the updated Sustainability Strategy.

Financial statements • The Group has considered the impact of climate-related risks and opportunities in preparing the financial

statements, with the relevant disclosures in the notes to the consolidated financial statements on page 136.

Whilst no material financial impact is currently expected in the short or medium term and climate change is not

considered a principal risk, the Group has undertaken quantitative scenario analysis on its two key climate

transition risks in line with the TCFD framework.

• The carbon taxation risk has been modelled within sensitivity analysis for the viability, going concern and

impairment assessments. In contrast, the second key risk – changing consumer sentiment – was not modelled

due to the significant uncertainty surrounding behavioural and market response assumptions, which mean that

modelling is speculative and highly uncertain, making it impractical to provide a meaningful quantified

financial impact at this stage.

• Given Scope 3 emissions account for 99.3% of the Group's total emissions, our priority is to obtain supplier

commitments to set emissions reduction targets aligned with SBTi criteria, as set out in Sustainability Goal 2. As

a result, the Group does not expect material capital expenditure for Scope 1 and 2 emissions reduction actions

and so no material related costs have been included in the Group's base case cash flow forecasts.

Sustainability continued

Disclosure (c) – resilience under different climate scenarios

During FY25 the Group performed quantitative scenario analysis of transition risks and opportunities using three climate scenarios:

• Scenario 1 – “Paris Agreement Aligned”: Represents a low emissions future with environmentally oriented technological and behavioural

change resulting in future warming of around 1.5°C by 2100. This scenario is optimistic about decarbonisation and assumes there is a

globally coordinated effort to reach Net Zero by 2050.

• Scenario 2 – “An unequal world”: Represents a middle of the road emissions future with medium and uneven technological progress

resulting in future warming of around 2.5°C by 2100. This scenario assumes a lack of global cooperation resulting in a disorderly

transition with social, economic and technological trends following historical patterns.

• Scenario 3 – “Business as usual”: Represents a high emissions future with low technological progress resulting in future warming of

around 4°C by 2100. This scenario assumes limited climate action persists, with existing policy ambition levels remaining stagnant,

resulting in an energy-intensive economy reliant on fossil fuels.

The Group assessed its resilience to key climate risks using the three defined climate scenarios across short, medium and long-term

timeframes. Results were evaluated against the Group's materiality scale.

The carbon tax risk is split into both gross risk (assuming the Group does not decarbonise) and residual risk (assuming successful

implementation of its decarbonisation strategy). In the "An unequal world" and "Business as usual" scenarios, gross and residual carbon tax

risk were assessed as minor or insignificant across all timeframes. Under a "Paris Agreement Aligned" scenario, the gross risk was assessed

as major in the long term, high in the medium term and moderate in the short term, whilst residual risk was moderate in the short and

medium term and insignificant in the long term. Given the Group's proactive approach, the residual risk is considered the more

representative outcome. Management also considers it improbable that governments would impose substantial carbon taxes on a relatively

non-energy-intensive sector, considering the potentially serious adverse economic consequences and that the probability of such carbon

taxes being imposed in the short-term is unlikely due to the time it would take for the government to pass such legislative changes, further

leading to management's conclusion that the post-mitigation risk would actually be insignificant to minor across the short, medium and long

term under all scenarios.

The scenario also found that shifting consumer sentiment represents both a major risk and opportunity under all scenarios and timeframes,

with the scale of the impact dependent on the Group's ability to decarbonise. However, given the high level of uncertainty in forecasting

consumer behavioural responses, the potential financial impact cannot be meaningfully quantified. As a result, the risk and opportunity are

classified as "Potentially Moderate" and the Group will continue to monitor consumer sentiment trends.

Completion of this quantitative scenario analysis means that the Group now has full consistency with the TCFD framework.

Primary climate-related opportunity

TCFD category

Market

Opportunity

Consumer sentiment shift toward sustainable products and packaging

Potential impact

Changes in consumer habits might provide opportunities to capitalise on agrowing market forsustainable or zero-carbon gifting.

In the Paris Agreement Aligned scenario, greater demand for circularity is expected meaning there may be opportunities to take

advantage of this trend by improving the prominence of labelling and recyclinginstructions.

Next steps

• Continue working closely with our distribution suppliers to support their decarbonisation efforts and encourage the adoption of

low-carbon logistics.

• Maintain the use of responsibly sourced materials, prioritising FSC-certified paper products across our cards, gifts and packaging

and ensuring alignment with EU Deforestation Regulation (EUDR) guidance.

• Reduce waste generation and improve packaging recyclability in line with Extended Producer Responsibility (EPR) requirements

and our sustainability strategy (Goal 3: Circularity).

• Continue the existing work on the development of our digital gifting proposition and increase our range of e-cards and gift cards.

Climate change continued

TCFD Pillar 2: climate strategy continued

Disclosure (c) – resilience under different climate scenarios continued

Primary climate-related risks

Sustainability continued

TCFD category

Policy and legal

Risk

Carbon tax and pricing mechanisms in a Paris Agreement Aligned scenario

Potential impact

Carbon taxation is assumed to be the primary policy instrument through which governments globally will incentivise decarbonisation.

Rising carbon tariffs could increase operational costs directly through carbon pricing on Scope 1 and 2 emissions or indirectly through

higher input costs associated with Scope 3 emissions.

Using carbon price projections from the Network for Greening the Financial System (NGFS), the potential financial impact for Scope

1 and 2 emissions is not considered material across all three time horizons, even in the event the Group does not meet its

decarbonisation goals.

Scope 3 emissions comprise the majority of the Group’s carbon footprint. Under a "Paris Agreement Aligned" scenario, quantifying

the gross risk in line with TCFD requirements was assessed as major in the long term, high in the medium term and moderate in the

short term whilst residual risk was moderate in the short and medium term and insignificant in the long term. Given the Group's

proactive approach, the residual risk is considered the more representative outcome. Management also considers it improbable that

governments would impose substantial carbon taxes on a relatively non-energy-intensive sector, considering the potentially

devastating consequences. Also, management believes that the probability of such carbon taxes being imposed in the short term is

unlikely due to the time it would take for the government to pass such legislative changes, further leading to management's

conclusion that the post-mitigation risk would be insignificant to minor across the short, medium and long term under all scenarios.

In the “An unequal world” scenario, fuel and carbon prices remain broadly aligned to current levels, resulting in limited financial

exposure for both gross and residual risks. Similarly, under the “Business as usual” scenario, delayed climate action leads to minimal

carbon taxes, hence both gross and residual risk are assessed as insignificant across all time horizons.

Potential mitigation

• Successful implementation of the Group’s Scope 1 and 2 emissions reduction goals would mitigate any increase in direct carbon costs.

• The burden of a carbon tax would mostly reflect on the products and services related to Scope 3 categories, specifically category

1: purchased goods and services. Therefore, working with third parties towards decarbonisation is fundamental to mitigate the

risk of a carbon tax.

• The Group’s climate transition plan (pages 41 to 42) sets out the areas of focus which management intends to pursue to reduce

Scope 3 emissions.

Impact assessment

Gross risk

Short

term

Medium

term

Long

term

1.5°C Moderate High Major

2.5°C Minor Minor Minor

4.0°C Insignificant Insignificant Insignificant

Residual risk

Short

term

Medium

term

Long

term

1.5°C Moderate Moderate Insignificant

2.5°C Minor Minor Insignificant

4.0°C Insignificant Insignificant Insignificant

TCFD category

Market

Risk

Consumer sentiment risk of potential consumer preference changes as a result of failure to decarbonise in a Paris

Agreement Aligned scenario

Potential impact

Shifting consumer preferences are expected to play a key role in the transition to a lower-carbon economy. Under a “Paris

Agreement Aligned” scenario, there is potential that demand for the Group’s products may decline if consumer expectations move

decisively towards more sustainable alternatives. This risk is amplified by the Group’s reliance on third-party suppliers to deliver

emissions reduction; insufficient progress by suppliers could adversely affect the Group’s reputation and contribute to longer-term

erosion in consumer demand.

Across all scenarios, the analysis indicates that not decarbonising operations, products and services in line with consumer

expectations poses a major risk to both customer retention and acquisition. However, due to the high level of uncertainty surrounding

behavioural and market response assumptions, modelling the financial impact of this risk is inherently speculative. The Group is

therefore unable to determine a specific quantified financial impact at this time. As such, the risk has been classified as “Potentially

Moderate,” and will continue to be monitored.

Potential mitigation

• Delivery of the Group’s climate transition plan (pages 41 to 42) will drive a reduction in the emissions intensity of its products.

• The Group has set a goal to obtain commitments from suppliers to set net zero emissions reduction targets aligned with SBTi

criteria representing 67% of Scope 3 emissions by 30 April 2030. We are proactively engaging with suppliers and as at 30 April

2025 we have obtained commitments from suppliers covering 28.8% of Scope 3 emissions (April 2024: 19.3%).

• The Group will continue its strategy of seeking to drive increased customer adoption of its digital gifting proposition.

Impact assessment

Short

term

Medium

term

Long

term

1.5°C

Potentially Moderate

2.5°C

4.0°C

Climate change continued

TCFD Pillar 3: climate risk management

Disclosure (a) – processes for identifying and assessing climate-related risks

A climate risk register is maintained on an ongoing basis with oversight from the CFO. Twice each year, the primary climate-related risks

and opportunities are considered and approved by the Board on recommendation from the Audit Committee. This process follows the

Group’s risk management process, which is set out at page 63.

During the year, we supplemented our routine review of sustainability risks with an externally supported exercise to qualitatively reassess our

climate-related risks and opportunities. Following this exercise, we reviewed the identified material risks and opportunities for their suitability

for quantification to support full TCFD compliance. The process evaluated internal and external data availability and the degree of reliance

on assumptions and proxies. It also included benchmarking against peer disclosures. Based on this analysis we:

• Classified physical risk exposure at operational sites as immaterial due to the Group's operational flexibility. Production and fulfilment are

capable of relocation at very short notice.

• Consolidated certain risks and opportunities to improve clarity and reflect interdependencies. Risks related to supplier decarbonisation

and associated shifts in consumer preferences were combined under a "consumer sentiment" risk, while opportunities involving lower-

carbon products, sustainable materials and recycled content were grouped under a "consumer sentiment" opportunity.

• Removed opportunities linked to completed initiatives, such as achieving 100% renewable energy in facilities and reforesting 330

hectares, as they no longer represent forward-looking opportunities requiring quantification.

As a result, the Group has identified a refined set of two transition risks and one transition opportunity that could be quantified using robust

methodologies. The Group reviewed its qualitatively identified risks and opportunities against the material impacts and risks and

opportunities as identified by the CSRD-aligned DMA undertaken during FY25. The DMA recognises that the impacts of an organisation’s

activities extend beyond its own operations and financial performance and that sustainability issues can have both external and internal

materiality. The identified material risks were aligned between both identification methodologies.

With the support of a third-party specialist, we performed quantitative scenario analysis to evaluate potential cost and revenue impacts of

these risks and the opportunity over the short, medium and long term under three climate scenarios. Results of this analysis can be found on

pages 33 to 35.

Disclosure (b) – processes for managing climate-related risks

The Group’s processes for managing climate-related risks are as follows:

• Managing risks: The climate risk register is the primary mechanism for the management of climate-related risks. Mitigation of identified

risks is considered first by executive management and then presented for discussion with the Audit Committee and Board, in accordance

with the Group’s overall risk management process.

• Mitigate, transfer, accept or control risks: There are two assessed material impact risks in a Paris Agreement Aligned (below 1.5°C)

scenario. The first predicts a significant rise in operating costs due to a potential carbon tax being imposed, particularly if the Group fails

to decarbonise. The second envisages shifts in consumer demands for low carbon products potentially impacting future revenue. The

Group’s mechanism for mitigation of these risks is through the climate transition plan set out on pages 41 to 42.

• Prioritisation of risks and materiality determination: The organisation prioritises climate-related risks based on the materiality of impact

and likelihood of occurrence. Materiality determination is performed on a “double materiality” basis as set out on page 31, considering the

potential impact on its financial performance and reputation, as well as the actual or potential impact on society and the environment.

• Assessment of climate-related issues: Assessment of climate-related issues is performed by a Sustainability Working Group that meets

across the year and comprises the CFO and the Chief Operations Officer together with individuals in finance and sustainability roles. No

new climate-related issues arose during the year.

Disclosure (c) – climate risk integration into overall risk management

The Group’s approach to climate risk is embedded into its broader risk management framework, as set out at page 62. The Group’s climate

risk register was approved by the Board during the year.

There are differences in how climate-related risks are assessed, compared to principal risks and uncertainties. Principal risks are assessed

based on the materiality over a three-year horizon, whereas climate-related risks are assessed using a “double materiality” lens,

incorporating both financial and wider environmental and social impact over an extended time horizon.

Whilst no high or major financial impact from climate change is currently expected in the short or medium term and climate change is not

classified as one of the Group's principal risks, we have undertaken quantitative scenario analysis on our two most material transition risks in

line with the TCFD framework.

For carbon taxation, we modelled the unmitigated impact under a Paris Agreement Aligned scenario, assuming carbon taxes take effect

from FY28. In this scenario, the financial impact in FY28 is estimated at 5.9% of Group Adjusted EBITDA – representing the highest projected

exposure across all modelled cases within our viability timeframe. This risk has been incorporated into the Group's Viability Assessment to

test resilience to a severe but plausible climate-related downside scenario.

For the risk of shifting consumer sentiment, scenario analysis explored the potential implications of various climate policy pathways. However, due

to significant uncertainty in behavioural and market response assumptions, the modelling is inherently speculative. As such, a quantified financial

impact cannot be meaningfully determined at this stage. Consequently, this risk has not been modelled separately within the Viability Assessment

and is instead considered through the broader trading downturn scenario. Results of this are set out in the viability statement on page 70.

Sustainability continued

TCFD Pillar 4: climate metrics and targets

Disclosure (a) – climate-related metrics

The following table sets out the metrics used by the Group to assess climate-related risks and opportunities. These are drawn from the seven

cross-industry metric categories identified by TCFD, together with five metrics which are specific to the Group’s climate transition plan. An

internal carbon price is not disclosed, as the Group has not defined and does not currently use internal carbon prices.

Metric category Metric Risk or opportunity

Unit of

measure FY25 FY24

Cross-industry metrics

Absolute GHG

emissions

Absolute Scope 1 emissions

tCO

e 35 31

Absolute GHG

emissions

Absolute Scope 2 emissions - location-based

tCO

e 495 504

Absolute GHG

emissions

Absolute Scope 2 emissions - market-based

tCO

e 107 110

Absolute GHG

emissions

Absolute Scope 3 emissions

tCO

e 77,330 80,868

Transition risks Proportion of fixed assets exposed to transition risks N/a % – –

Physical risks Proportion of fixed assets exposed to physical risks N/a % 20 19

Climate-related

opportunities

Revenues from products or services that support

transition to a lower-carbon economy

% – –

Capital deployment Percentage of annual revenue invested in R&D of low-

carbon products/services

% – –

Internal carbon

prices

Internal carbon price N/a

N/a

Remuneration Proportion of executive management remuneration

linked to climate considerations

% 5.0 10.0

Company-specific metrics

Sustainably sourced

cards and gifts

Proportion of Scope 3 emissions from suppliers with an

emissions reduction commitment aligned with SBTi

criteria

% 28.8 19.3

Sustainably sourced

cards and gifts

Scope 3 economic emissions intensity (tCO

e /£1m of

revenue)

tCO

e/£1m

of revenue

221 237

Low carbon delivery Distribution emission per 1,000 orders tCO

e/order 0.136 0.136

Low carbon

manufacturing and

fulfilment

Proportion of energy consumption from renewable

sources

% 65 65

More accurate

emissions

measurement

Proportion of Scope 3 emissions measured using

primary data

% 48 46

1 Scope 1 emissions have been normalised for the impact of a one-off single top up of an HVAC system within our UK facility in Tamworth. Actual Scope 1 emissions were

106tCO

2 The Group has not defined and does not currently use internal carbon prices.

3 Primary data is data provided by suppliers or others that directly relate to specific activities within the value chain.

Climate change continued

TCFD Pillar 4: climate metrics and targets continued

Disclosure (b) – greenhouse gas emissions

The greenhouse gas reporting period is aligned to the financial reporting year. The Group reports emissions with reference to the latest

Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol) and Corporate Value Chain (Scope 3)

Accounting and Reporting Standard (Scope 3 Standard). The 2023 (for FY24) and 2024 (for FY25) UK Government GHG Conversion Factors

for Company Reporting are used to convert energy use in operations to emissions of tCO

The tables below set out the Group’s mandatory reporting on greenhouse gas emissions and global energy use pursuant to the Large and

Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended by the Companies Act 2006 (Strategic

Report and Directors’ Report) Regulations 2013 and under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and

Carbon Report) Regulations 2018, which implement the Government’s policy on Streamlined Energy and Carbon Reporting (SECR).

FY25 FY24

GHG emissions (tCO

e) UK

Rest of

world Total UK

Rest of

world Total

Scope 1: Emissions from combustion of gas

9 26 – 35 10 21 – 31

Scope 2: Emissions from purchased electricity

227 268 – 495 236 268 – 504

Total operational emissions (tCO

e) 236 294 – 530 246 289 – 535

Scope 1 and 2 Intensity ratio: tCO

e/£1m of

Revenue

0.81 6.02 – 1.51 0.87 5.64 – 1.57

Scope 3: Emissions from indirect sources

Category 1: Purchased goods and services 55,900 10,175 343 66,418 60,969 10,052 329 71,350

Category 2: Capital goods 971 188 – 1,159 430 78 – 508

Category 3: Fuel and energy related activities 52 36 – 88 63 14 – 77

Category 4: Upstream transportation and

distribution

719 195 7 921 483 99 5 587

Category 5: Waste generated in operations 15 56 – 71 10 3 – 13

Category 6: Business travel 101 29 – 130 105 28 – 133

Category 7: Employee commuting 413 58 – 471 370 71 – 441

Category 8: Upstream leased assets 3 9 – 12 – – – –

Category 9: Downstream transportation and

distribution

3,609 1,014 269 4,892 3,285 1,167 262 4,714

Category 10: Processing of sold products

N/a N/a N/a N/a N/a N/a N/a N/a

Category 11: Use of sold products 17 1 – 18 22 1 – 23

Category 12: End of life treatment of sold products 2,138 932 20 3,090 2,017 931 19 2,967

Category 13: Downstream leased assets 60 – – 60 55 – – 55

Category 14: Franchises

N/a N/a N/a N/a N/a N/a N/a N/a

Category 15: Investments

N/a N/a N/a N/a N/a N/a N/a N/a

Scope 3: Emissions from indirect sources 63,998 12,693 639 77,330 67,809 12,444 615 80,868

Total emissions (tCO

e) 64,234 12,987 639 77,860 68,055 12,733 615 81,403

Scope 3 Intensity ratio: tCO

e/£1m of revenue 221 260 54 221 241 243 71 237

1 The UK data also includes emissions produced within the facility located in Guernsey.

2 Scope 1 emissions have been normalised for the impact of a one-off single top up of an HVAC system within our UK facility in Tamworth. Actual Scope 1 emissions were

106tCO

3 Absolute Scope 2 emissions calculated using the "market-based" method were 107tCO

e in FY25, a 3.2% decrease year-on-year compared to 110tCO

e in FY24.

4 Categories 10, 14 and 15 are not applicable for the Group, as explained within our Sustainability Report, accessed at www.moonpig.group.

Sustainability continued

Energy consumption in with line SECR

FY25 FY24

Energy consumption (kWh) UK

NL Total

Renewable UK

NL Total

Renewable

Gas 50,187 151,664 201,851 – 53,915 125,278 179,193 –

Electricity (purchased) 1,098,254 724,661 1,822,915 72% 1,139,544 725,757 1,865,301 72%

Total energy consumption 1,148,441 876,325 2,024,766 65% 1,193,459 851,035 2,044,494 65%

Mileage (miles)

87,444 7,145 94,589 – 96,169 7,739 103,908 –

1 The UK data also includes energy used within the facility located in Guernsey.

2 The majority of mileage relates to field merchandisers in the Experiences segment travelling to retail partner locations.

Baseline years and reporting boundary

For Scope 1 and 2 emissions, the baseline year is FY20, re-expressed for the subsequent acquisition of Experiences. For Scope 3 emissions,

thebaseline year is FY22, the first year for which the Group had the necessary understanding and data to calculate emissions across all

relevant categories.

To ensure consistency and comparability in tracking progress against targets, the Group may adjust its baseline in the event of significant

changes, such as acquisitions, divestments, changes in methodology or activity levels, or correction of material data errors. Restatement will

only be made if the recalculated emissions differ by more than 10% from the previously reported baseline emissions. The Group will review

and, if needed, revalidate the baseline and targets at least once every five years. As the last review was performed in FY22, the next

revalidation is scheduled for FY27, unless material changes trigger an earlier review.

The Group's organisational emissions reporting boundary, as defined by the GHG Protocol, includes Moonpig Group and its subsidiaries,

taking an operational control approach. This method allows us to “manage what we measure”. As at 30 April 2025, Moonpig Group

comprised eight controlled entities. Additional information on our subsidiary undertakings and controlled entities can be found in Note 26

tothe consolidated financial statements on page 173.

Our operational boundary covers Scope 1, Scope 2 and all fifteen Scope 3 reporting categories set out in the Corporate Value Chain

(Scope3) Accounting and Reporting Standard for which there are relevant activities in our value chain. Our operational boundaries are

consistent with prior years and can be found in our FY25 Sustainability Report, which can be accessed at www.moonpig.group.

Climate change continued

TCFD Pillar 4: climate metrics and targets continued

Disclosure (c) – climate-related targets

The targets used by the Group to manage climate-related risks and opportunities are summarised below, together with performance

against these targets. These targets align to the Group’s Sustainability Goals 1 and 2, set out on page 27.

Absolute Scope 1 and 2 emissions (tCO

We have set a goal to reduce absolute Scope 1 and 2

emissions by at least 50%

by 2030 and achieve at least a

90%

reduction by2050.

Scope 1 emissions for FY25 have been adjusted to exclude

the non-routine replenishment of refrigerant gas in the

closed HVAC system at our Tamworth facility in the UK,

which is not expected to recur and was not part of the

emissions baseline. On this basis they are 35tCO

e, an

increase of 4tCO

e year-on-year. Before this adjustment,

absolute Scope 1 emissions increased from 31tCO

e in

FY24 to 106tCO

e in FY25.

Absolute Scope 2 emissions reduced by 1.8% from

504tCO

e in FY24 to 495tCO

e in FY25 on a location-

based methodology.

Scope 3 economic emissions intensity (tCO

e/£1m of revenue)

We have set a long-term goal to reduce Scope 3

emissions intensity by 97%

tCO

e/ £1m of revenue

by2050.

Absolute location-based Scope 3 emissions decreased by

4.4% from 80,868tCO

e in FY24 to 77,330tCO

e in FY25,

equivalent to emissions intensity of 237tCO

e/ £1m in FY24

and 221tCO

e/ £1m in FY25. This was primarily due to a

decrease in category 1 emissions in relation to purchased

goods and services driven by lower sales of experiences in

the current challenging trading environment.

Proportion of Scope 3 emissions from suppliers with an emissions

reduction commitment aligned with SBTi criteria (%)

We have set a goal to obtain commitments to set SBTi

aligned net zero emissions reduction targets from

suppliers representing 67% of Scope 3 emissions by

30April2030.

As at 30 April 2025, the Group had secured commitment

from suppliers with SBTi-aligned net zero commitments in

place covering 28.8% (FY24:19.3%) of its Scope 3

emissions.

1 Scope 1 emissions have been adjusted to exclude the non-routine replenishment of refrigerant gas in the closed HVAC system at our Tamworth facility in the UK, which is

not expected to recur and was not part of the emissions baseline. Unadjusted Scope 1 emissions were106tCO

2 For Scope 1 and Scope 2 emissions, the baseline year is FY20 and this has been validated by the SBTi. The FY20 baseline has been recalculated for FY20 emissions

atExperiences, following the acquisition of that segment.

3 For Scope 3, baseline absolute emissions are 80,928tCO

e and baseline emissions intensity is 233tCO

e/£1m of revenue. The baseline year is FY22, which includes

FY22Experiences emissions.

Sustainability continued

339

530

535

677

2050

2030

FY25

FY24

FY20

221

237

233

2050

FY25

FY24

FY20

67.0%

28.8%

19.3%

9.7%

2030

FY25

FY24

FY23

Climate transition plan

The Group is committed to achieving its climate-related targets and put in place a Board-approved climate transition plan in April 2023.

This is intended to address the long-term, assessed material impact transition risks (labelled R1 and R2 on pages 34 to 35) in a Paris

Agreement Aligned (below 1.5°C) scenario, which envisage potential financial impact from carbon tax and pricing mechanisms as well as

potential reputation impact from failure to decarbonise the Group’s products and/or value chain. It focuses on four pathways: sustainably

sourced cards and gifts, low carbon delivery, low carbon manufacturing and fulfilment and more accurate emissions data measurement. As

a focus area for FY26 we will review our climate transition plan to ensure we remain focused on achieving our long-term climate-related

targets.

Pathway Objectives Areas of focus FY25 Progress

Low carbon

sourcing of

cards and gifts

Cards and gifts represent the

greatest proportion of our Scope

3 emissions and so reducing the

emissions footprint of our

purchased goods is the highest

priority in our transition plan.

We aim to evolve a lower carbon

product portfolio, continue to

source sustainable paper and

packaging and motivate our

suppliers to set and deliver

specific emission reduction goals.

We will initially focus on three

product categories: flowers and

plants, (24% of our Scope 3

emissions in our FY22 baseline

year), food and drink (12% of our

Scope 3 emissions in our FY22

baseline year) and card, paper

and packaging (6% of our

Scope3 emissions in our FY22

baseline year).

• Sustainable floristry: we plan to work

with flower and plant suppliers, which

have sustainability roadmaps already

in place. We intend to develop

specific emission reduction plans and

support initiatives that contribute to

this, including reducing water usage,

minimising waste and phasing out

single-use plastics – each of which

plays a role in lowering our overall

greenhouse gas emissions.

• Sustainable food gifts: we plan to

increase the proportion of sales of

food gifts (comprising food, drink,

alcohol and chocolate categories)

sourced from suppliers with carbon

reduction plans in place, focusing

onrisk areas including being

deforestation-free and containing

onlysustainable palm oil, cocoa and

wood products. We aim to source

products with verified certifications.

• Sustainable card, paper and

packaging: we intend to continue to

sustainably source card, paper and

cardboard packaging certified as

FSC, PEFC or >75% recycled content,

reduce single-use plastic packaging

and increase recycled content across

our packaging range. We plan to

reduce packaging void space to

reduce transport emissions.

During the year, our UK flowers

supplier made an SBTi-aligned

commitment to set net zero

reduction targets.

In the Netherlands we eliminated

single-use plastics from shipping

packaging.

We commenced implementation

ofthe Recyclability Assessment

Methodology (RAM) in line with

new EPR regulations. RAM data is

currently being collected from all

packaging suppliers and will be

used to inform future sourcing and

packaging improvements that

support the transition to lower

carbon options.

Low carbon

delivery

Upstream and downstream

transport and distribution

together account for 6,216tCO

and 8% of our Scope 3 footprint

in our FY22 baseline year. The

ability to order late and for the

recipient to receive their gift the

next day is a key part of our

offering.

To mitigate the risk that delivery

partners fail to decarbonise

through their own ambition, we

are committed to engaging with

those partners on decarbonising

their distribution networks, to

reducing the number of delivery

miles required and increase the

carbon efficiency of those miles.

We will also expand our digital

gifting offering to reduce the

need for physical transportation.

• Digital gifting: we plan to expand

ourgifting offering to increase the

proportion of electronically fulfilled

products to reduce the need for

physical product deliveries.

• Reduce the number of shipments:

weaim to minimise void space in our

packaging and combine orders into

single packages to reduce the number

of shipments required.

• Reduce transport miles: we intend to

continue to locate our operations close

to distribution hubs to reduce the

distance travelled by our deliveries.

• Work with our partners: we plan to

collaborate with our delivery and

third-party logistics partners on

reducing emissions from distribution by

focusing on low carbon distribution,

low carbon last mile delivery and low

carbon distribution centre operations.

Our main delivery partner in the

Netherlands had its Scope 1 and 2

net zero targets approved by the

SBTi in November 2024.

In the UK, our primary delivery

partner continues to lead the

sector in fleet electrification,

having deployed its 6,000th

electric vehicle – now the

largestelectric delivery fleet

inthecountry.

Climate change continued

TCFD Pillar 4: climate metrics and targets continued

Disclosure (c) – climate-related targets continued

Pathway Objectives Areas of focus FY25 Progress

Low carbon

manufacturing

and fulfilment

Whilst our Scope 1 and 2

emissions represent a small

proportion of our total

footprint, they are areas

within our direct control.

We aim to further reduce our

emissions in these areas, both

through absolute reductions in

energy consumption and by

increasing renewable energy

mix of consumption.

• Increase energy efficiency of our sites:

we plan to minimise on-site data

processing in favour of more efficient

cloud computing, manage energy

demand between renewable and

non-renewable energy sources

anduse technology to reduce

energydemand.

• Power our sites through renewable

energy: we intend to source

renewable electricity in all locations

and use on-site solar generation

where possible.

• Procurement: we aim to prioritise

energy-efficiency when procuring

newassets or operating locations.

• Implement low carbon

transportation: we aim to optimise

transportation routes to reduce our

emissions.

• Engage employees: we plan to

educate and engage employees in

low-carbon practices, such as turning

off equipment when not in use.

In FY25, we focused on enhancing

energy efficiency and monitoring

across our operations. This included

the installation of submeters at our

main UK operational facility,

enabling more effective tracking

andoptimisation of energy use.

We signed a new lease agreement

for solar panels at our Netherlands

operational facility with preparatory

infrastructure work completed

duringthe year, ready for installation

in FY26.

More accurate

emissions

measurement

More accurate measurement

of Scope 3 emissions will

enable us todevelop more

effective emissions reduction

strategies and better manage

climate-related risks.

At present, we have a robust

baseline calculated on a

consistent basis with the GHG

Protocol and we have

leveraged industry-specific

standards and frameworks to

measure emissions in our

valuechain.

However, as best practices

evolve and we support our

suppliers to improve

procedures, we aim to

progressively increase the

accuracy of our Scope 3

emissions data.

• Primary data: we aim to increase the

proportion of Scope 3 emissions that

are measured using primary data,

which is provided by suppliers or

others and directly relates to specific

activities within the value chain.

• Data protocols: we plan to work

closely with our suppliers to establish

clear and consistent data collection

protocols, ensuring that we receive

accurate and complete data that

aligns with our requirements.

• Data verification: we plan to establish

procedures to validate and verify data

to ensure its accuracy, including

verifying data provided by suppliers,

as well as conducting internal audits

to ensure that emissions from all

relevant sources are included.

• Data management systems: we

intend to continue to invest in systems

that allow for efficient data collection,

analysis and reporting. This will

involve using software tools and

platforms to collect and analyse data

from a range of sources, such as

supplier surveys and customer data.

We improved the proportion of

primary data collected from our

suppliers to 48% (FY24: 46%) which

provided more accurate Scope 3

supply chain emissions by using

supplier-specific data rather than

industry averages.

We engaged an external

environment consultant to validate

the accuracy of emission factors.

We implemented two new

sustainability technology platforms

during the year focused on both

carbon accounting and sustainability

reporting.

Sustainability continued

Waste and circularity

Waste and circularity is a sustainability risk that we have assessed as having high impact materiality. It is addressed by our Goal 3, which is

to reduce overall waste and packaging generation in alignment with Extended Producer Responsibility (EPR) guidance by improving

material efficiency and ensuring responsible end-of-life management, based on an assessment of upstream packaging materials,

operational practices and downstream waste impacts.

Waste reduction

Operations and logistics

All cards sold by Moonpig and Greetz are produced using a print-on-demand model reducing waste by aligning material use directly with

customer orders, avoiding overproduction and unnecessary inventory.

Our main flower supplier in the UK operates a closed-loop waste system. All offcuts from floral production are collected and sent to a paper

mill where they are converted into packaging material. This approach reduces both waste disposal and the need for raw input materials.

In FY25 we implemented a new warehouse management system at our Tamworth facility. This system provides real-time inventory tracking,

improved visibility of stock levels and tighter control over inventory movements. We also began implementing an inventory optimisation

tooland from FY26 this system will provide more accurate inventory forecasting, reduce excess stock and automate elements of the

orderingprocess.

Circularity

Designing out waste

In FY25, 100% (FY24: 100%) of paper, envelope and packaging SKUs in the UK and Netherlands were sustainably sourced – either through

FSC or PEFC certification, or by containing more than 75% recycled content – with 98% (FY24: 98%) coverage globally. Looking ahead, the

Group is committed to strengthening its sustainability standards by transitioning to a definition of "sustainably sourced" that requires 100%

FSC certification. This will involve phasing out PEFC-certified and 75% recycled-content packaging SKUs. As part of this transition, we will

extend FSC certification to the Experiences Division in FY26.

The Group eliminated single-use plastics from shipping packaging in its UK operations during FY24 and extended this to its Dutch

operations inFY25.

Following the acquisition of Experiences, we have expanded our digital gifting proposition, encouraging adoption of non-physical products.

We continue to grow our range of e-cards and online gift cards. At Experiences, all experience gift cards are made of compressed paper

rather than plastic, further reducing environmental impact.

In line with new government requirements, we began implementing the Recyclability Assessment Methodology (RAM), effective

1January2025, as part of the Extended Producer Responsibility (EPR) framework. RAM evaluates the recyclability of household packaging

using a traffic light system – green, amber, or red – based on recycling capabilities, with packaging materials rated as less recyclable

subject to higher compliance costs. We are currently gathering RAM data from all our packaging suppliers which will be used to inform

future decisions to either transition to suppliers offering more recyclable SKUs or to collaborate with existing partners to improve the

recyclability of their packaging in order to support our efforts to reduce our carbon emissions. The Group does not expect to incur material

costs in relation to the new EPR framework.

During FY26, once supplier data is available to us, we will calculate abaseline for our waste and circularity goal using FY25 as the baseline

year, enabling us to track progress, identify areas for improvement and drive reductions in packaging and waste generation. We will review

our climate transition plan to align with our updated waste reduction and circularity targets.

Technology security and data privacy

The Group’s business model relies on digital infrastructure and its operations involve the processing of large volumes of personal data,

therefore technology security and data privacy is both a principal risk and a sustainability risk with high financial and impact materiality.

Toaddress this, the Group has committed to implementing an information security management system that aligns with the NIST

Cybersecurity Framework (CSF) by2030 (Goal 4 of our refreshed sustainability strategy). To prepare for aligning to the NIST CSF, the Group

will conduct gap assessments across all internal and external ITsystems.

Technology security

During the year the Audit Committee commissioned a third party to undertake an assessment of the Group’s IT infrastructure and operations.

This focused on access controls, threat detection capabilities, endpoint protection, encryption and staff awareness. Two internal audits

focusing on technology security were also carried out during the year; one reviewing the technical controls across the Group and the other

focused on governance and risk management at the Experiences Division. We intend to address all the audit recommendations and

implementation is underway.

Core technology security defences include Multi-Factor Authentication (MFA), anti-virus protection, endpoint detection tooling and firewalls

on public-facing systems. Patching for critical and high-risk vulnerabilities is typically completed within three days and in any case within

seven days and developed code is subject to automated security scanning before deployment. Technical playbooks for incident response,

including ransomware-specific guidance are in place and regularly reviewed. Network segmentation limits lateral movement in the event of

a breach and threat intelligence from government and private sector sources is used to keep defences up to date. We are also

implementing an IT Service Management tool to enhance technology asset management, define responsibilities around disallowed

software and strengthen configuration management.

Security risks are modelled as part of the Group’s viability assessment with the FY25 analysis including a scenario involving a significant

data breach. More information is set out in the Viability Assessment on page 70.

Data privacy

The Group’s data privacy framework is designed to comply with applicable laws in all territories where it operates, with policies in place

that embed each of the key principles set out in the UK General Data Protection Regulation (UK GDPR). It ensures that personal data is

handled lawfully, transparently and with appropriate safeguards in place. The programme is overseen by the Group's Data Protection

Office, which leads a cross-functional Data Protection Governance Committee. This Committee meets quarterly to review emerging risks,

monitor regulatory developments, oversee data protection impact assessments and ensure alignment with best practice.

Key data flows are mapped and documented in a Record of Processing Activities (RoPA). Privacy-by-design principles are embedded into

product development and operational planning and Data Protection Impact Assessments (DPIAs) are completed as appropriate for

proposed new data processing activities. Privacy notices on Group websites provide individuals with transparency and control over their

data and mechanisms are in place to support the exercise of data subject rights. A data retention policy governs how long personal data

should be held and when secure deletion or obfuscation is required.

The Group is continuing to automate and streamline its response to data subject rights requests to improve both speed and accuracy. In

FY26, the Group intends to implement tools that strengthen secure data sharing and anonymisation and undertake a refresh of all privacy

notices to reflect upcoming regulatory changes in the UK and EU. As privacy regulations continue to evolve globally, the Group remains

committed to ensuring its data protection practices remain compliant and aligned with customer expectations.

Three lines of defence model

The Group uses a Three Lines of Defence model to manage risks relating to technology security and data privacy. In the first line, the

Executive Committee is responsible for implementing policies and procedures to cover all aspects of technology security and data privacy.

These policies ensure systems are appropriately secured, data is processed in accordance with regulatory requirements and incidents are

escalated when identified.

The second line of defence comprises the Technology Security Team and the Group Data Protection Office. These teams maintain

dedicated risk registers, perform thematic reviews and provide oversight and challenge to the first line. They also coordinate policy

development, lead DPIA reviews and ensure that tools and processes remain aligned with best practices and regulatory expectations.

The third line includes internal audit and external specialists. These independent reviews provide assurance over the effectiveness of

controls, highlight areas for improvement and validate the implementation of remediation actions. The findings from internal audits and

third-party reviews are reported to the Audit Committee and tracked to closure.

Policies governing technology security and data protection are reviewed regularly and applied across all Group entities. Annual training on

both topics is mandatory for employees and contractors and security risks are formally tracked, assessed and managed within the Group’s

wider enterprise risk framework. Key suppliers are subject to contractual controls to ensure appropriate handling of data and targeted

audits are conducted as necessary.

More information about technology security and data privacy risks can be found in the Risk Management section on page 62.

Sustainability continued

SASB Standards

The Group’s FY25 disclosures against the SASB Standards, maintained by the International Sustainability Standards Board (ISSB) of the

IFRSFoundation, are presented below. Our SASB disclosure set has been determined by the SASB materiality map and aligns with the

e-commerce SASB standard. It has significant overlap with the material sustainability risk areas identified through our DMA.

The use of SASB Standards is voluntary and the framework recognises that it is the responsibility of the reporting entity to determine which

disclosure topics are financially material and which associated metrics to report. Where disclosure metrics are not currently available, this

hasbeen clearly indicated.

Topic SASB Accounting or Activity Metric SASB Code Moonpig Group Disclosure

Hardware,

Infrastructure

Energy & Water

Management

(1) Total energy consumed,

(2) percentage grid electricity,

(3) percentage renewable

CG-EC-130a.1 (1) 2,024,766kWh (FY24: 2,044,494kWh).

(2) 28% (FY24: 28%).

(3) 65% (FY24: 65%).

(1) Total water withdrawn,

(2) total water consumed, percentage

of each in regions with High or

Extremely High Baseline Water Stress

CG-EC-130a.2 (1) 6,571 (FY24: 3,991).

(2) 6,571 (FY24: 3,991).

Discussion of the integration of

environmental considerations into

strategic planning for data centre

needs

CG-EC-130a.3 We handle most of our data in cloud services

provided by AWS and Azure, both of whom

committed to 100% renewable energy by 2025.

The Group uses one internal data centre in the

Netherlands, which is powered by 100%

renewable electricity. We have no plans to expand

the number of data centres or increase energy

consumption at the existing data centre.

Data Privacy &

Advertising

Standards

Number of users whose information is

used for secondary purposes

CG-EC-220a.1 The Group does not provide quantitative

disclosure. The Group provides its customers

transparency where personal data is collected

within our privacy and cookies notices. Where a

customer opts in, data collected is primarily used

to improve our services and enable users to enjoy

a personalised user experience on our own

website and app.

Description of policies and practices

relating to behavioural advertising and

user privacy

CG-EC-220a.2 We are committed to protecting the privacy of our

customers and the confidentiality of the data

processed. A privacy notice is provided to all

customers, which clearly sets out how and for what

purpose customer data is processed and sets out

customer rights in relation to this processing.

Customers can also access our cookie policy and

manage and update their preferences in relation

to this. The Group has a dedicated Technology

Security Team and Data Protection Office which

carries out privacy impact assessments.

Data Security

Description of approach to identifying

and addressing data security risks

CG-EC-230a.1 The Group operates a “three lines of defence”

model for the management and mitigation of risks

relating to data security, including robust data

security procedures and the maintenance of a

detailed data security risk register. Further detail is

set out in our Technology Security and Data

Protection disclosure on page 69 of the Group's

FY25 Annual Report and Accounts.

(1) Number of data breaches,

(2) percentage involving personally

identifiable information (PII),

(3) number of users affected

CG-EC-230a.2 The Group does not disclose this.

vvvvvvvvv

SASB Standards continued

Topic SASB Accounting or Activity Metric SASB Code Moonpig Group Disclosure

Employee

Recruitment,

Inclusion &

Performance

Employee engagement as a percentage CG-EC-330a.1 Engagement score averaged 66% across two

surveys conducted in FY25 (FY24: 61%).

(1) Voluntary and (2) involuntary

turnover rate for all employees

CG-EC-330a.2 Voluntary staff turnover for FY25 was 13.7% (FY24:

22.0%). Involuntary staff turnover for FY25 was

6.6% (FY24: 3.3%). These figures are stated

excluding the direct workforce at our fulfilment and

production centres and exclude casual and fixed-

term staff and contractors.

Percentage of gender and racial/ethnic

group representation for (1)

management, (2) technical staff and (3)

all other employees

CG-EC-330a.3 Percentage of female employees in the respective

roles at 30 April 2025 was:

(1) 41.0% (FY24: 41.0%)

(2) 33.0% (FY24: 33.1%)

(3) 61.9% (FY24: 62.5%)

The Group discloses ethnicity data for senior

leaders within the Sustainability Report, available

at www.moonpig.group. Equivalent data for all

employees is not currently provided due to legal

restrictions on the ability to gather a reliable

dataset of such information.

Percentage of technical employees who

are foreign nationals

CG-EC-330a.4 As at 30 April 2025, the percentage of technical

employees who were visa holders was 18.3%

(FY24: 13.2%). The Group ensures sponsorship

requirements are met for all visa-holding

employees.

Product

Packaging &

Distribution

Total GHG footprint of product

shipments

CG-EC-410a.1 Scope 3 Category 9 emissions for the year were

4,892tCO

e (FY24: 4,714tCO

e).

Discussion of strategies to reduce the

environmental impact of product

delivery

CG-EC-410a.2 The Group has GHG emission reduction goals that

include a goal to obtain commitments to set net

zero emissions reduction targets aligned with SBTi

criteria from suppliers representing 67% of Scope 3

emissions by 30 April 2030 as well as to reduce

Scope 3 emissions intensity by 97% tCO

e/£1m of

revenue by 2050, using FY22 as the baseline year.

During FY25, the Group maintained a supplier

engagement programme to deliver against this

goal, which has included product delivery service

providers.

Activity Metrics

Entity-defined measure of user activity CG-EC-000.A The Group’s chosen disclosure is the number of

orders fulfilled in the year at Moonpig and Greetz,

which was 35.3m in FY25 (FY24: 33.9m).

Data processing capacity, percentage

outsourced

CG-EC-000.B The Group does not disclose this.

Number of shipments CG-EC-000.C The Group does not disclose this.

Sustainability continued

People and communities

People and communities are fundamental to the long-term success

of our business. We are committed to fostering an inclusive, high-

performing culture, investing in employee development and well-

being and supporting the communities in which we operate

through partnerships and initiatives.

Developing our people

Excluding mandatory training, we invested 14,204 hours in

structured employee learning during the year (FY24: 5,558). This

included mentoring, coaching, formal programmes and self-

learning. To encourage continued development, employees have

access to development tools via our learning portal, annual

independent learning allowances and support for professional

qualifications and continued professional development.

Engaging our people

We conduct twice annual employee engagement surveys to gather

workforce feedback, enabling us to improve the employee

experience across the Group. In FY25, our average engagement

score was 66% (FY24: 61%).

During the year, management focused on increasing the

proportion of employees who agree with the statement “I feel

proud to work for this Company”, with the average score as at

April 2025 improving from 74% to 76%.

Supporting our people

In FY25 we aligned our family-friendly policies in the Netherlands

to match our UK offering, including increasing primary caregiver

and adoption leave to the equivalent of 24 weeks at full pay. We

provide support through fertility and baby loss policies and

through our Employee Assistance Programme, offering therapy

and mental health resources.

Where practicable, we support flexible working with 11% of our

total headcount employed on a part-time basis (FY24: 10%).

Rewarding our people

Substantially all employees participate in a variable performance-

based bonus scheme with targets that align to those of the

Executive Directors. Other benefits include matched pensions,

medical and dental insurance, life assurance and access to a

Save-As-You-Earn (SAYE) share scheme with 11% of eligible

employees participating (FY24: 16%).

We are committed to fair and responsible pay. All UK and

Guernsey-based employees are paid at or above both the

statutory National Living Wage and the Real Living Wage, as

defined by the Living Wage Foundation

. In the Netherlands we

pay at or above the statutory minimum wage (Minimumloon).

Ensuring the safety of our people

We ensure safe environments across offices and fulfilment

locations. The Group's Health and Safety policy is reviewed at

least annually and covers all aspects of our working environment

with appropriate insurance in place for all employees.

We had no serious injuries during the year and recorded an

incident rate of 0.00 per 200,000 working hours (FY24: 0.00 per

200,000 working hours).

Diversity, equity and inclusion

We are committed to building a workplace where everyone feels

valued, supported and free to express their individuality. Our equal

opportunities policy applies to all employees and we continue to

support internal networking and affinity groups focused on

accessibility and inclusion, ethnic diversity, LGBTQ+, gender

equality and neurodiversity.

As at 30April 2025, combined representation of women and ethnic

minorities on the Leadership Team

was 54% (April 2024: 49%).

Across the Group, 67% of newly appointed Leadership Team

members were female (FY24: 50%).

During FY25, 44% of new hires into technology roles were female

(FY24: 40%), with female representation in these teams at 33% as

at 30 April 2025 (FY24: 33%).

Further gender and ethnicity reporting can be accessed in our

FY25 Sustainability Report, available at www.moonpig.group.

We continue to collaborate with organisations such as Cajigo,

SheCanCode and Women in Tech to improve representation and

our talent acquisition team uses inclusive sourcing strategies and

diverse candidate shortlists.

Moonpig and Cajigo

As part of our commitment to supporting under-represented

communities, Moonpig Group partnered with Cajigo, a

charity that aims to improve representation of women and

girls in the technology sector.

In FY25, we participated in Cajigo’s 100 Women in Tech

accelerator, a 16-week mentoring programme that began in

September 2024. Twenty Moonpig Group employees

volunteered as mentors, accounting for one-fifth of the total

mentor group. They provided one-on-one support for

women looking to enter the technology industry by offering

practical guidance on CV writing, interview preparation and

transitioning into new roles, as well as sharing insights from

their own experience.

We also hosted an event in our London office, where

mentees took part in breakout sessions, panel discussions

and heard a presentation from our Chief Product and

Technology Officer. The programme concluded in February

2025 with a graduation event that celebrated the progress

and increased confidence of the mentees.

To further support Cajigo’s work, Moonpig Group

Foundation donated £25,000 to help fund its initiatives to

build a more inclusive technology industry.

1 Guernsey employees are paid in line with the UK Real Living Wage as defined by the Living Wage Foundation for "rates outside London".

2 Comprises Executive Committee (including Executive Directors) and their direct reports who are also members of the Extended Leadership Team.

People and communities continued

Gender pay

The Group's 2025 gender pay gap report discloses the mean and

median gender pay gap for the Group's main UK trading entity,

Moonpig.com Limited as required by legislation, together with

voluntary disclosures for the whole of Moonpig Group.

We have continued to make progress in reducing the gender pay

gap. For Moonpig Group, we have improved the mean hourly

gender pay gap by 1.8%pts year-on-year to 21.7% at 5 April 2025.

Our long-term aim is to close the Group's gender pay gap through

systemic action to balance gender representation across our

business. To achieve this, the Group is focused on improving

female representation at senior levels and within technology

functions.

The full gender pay gap report for FY25 is available at

www.moonpig.group.

Charitable giving

Through the Moonpig Group Foundation, we support initiatives

that create connections and spark moments of joy in our

communities. The Foundation is administered as a donor-advised

fund within the Charities Aid Foundation (CAF) (Registered Charity

No. 268369), with governance provided by CAF trustees and

donation requests managed internally by a committee chaired by

the CEO.

We provide matched funding for employee donations and offer

paid time off for volunteering to encourage engagement with our

charitable partners.

Donations made in FY25 totalled £211,000 and we expect to

donate a cumulative £1.0m across the five years to the end of

calendar year2025.

£000 FY25 FY24 Cumulative

Donations by Moonpig

Group to the Foundation 151 304

Donations by Moonpig

Group to other charities

97 132

Total donations made by

Moonpig Group 248 436

Donations by the Foundation

to other charities 211 176 831

1 Cumulative since the Foundation was set up in January 2021.

Alcohol sales

Some investors require visibility of exposure to alcohol sales.

Theproportion of revenue generated from alcohol products

duringFY25 was 5.0% (FY24: 5.3%).

Sustainability continued

Our measures for tracking delivery against strategy.

Active customers Orders per active customer Orders

Moonpig and Greetz

(m)

Moonpig and Greetz Moonpig and Greetz

(m)

12.0m 2.94 35.3m

Active customers at Moonpig and

Greetz grew by 4.1% to 12.0m, reflecting

a year-on-year increase in the rate of

new customer acquisition and

continued strong customer retention.

Headline frequency remained relatively

unchanged year-on-year, with the

positive impact from growth in

reminders set and Plus membership

offset by the mix impact from higher

new customer acquisition, as new

customers typically have lower

purchase frequency.

Total orders increased by 4.1%. Growth

wasdriven by strong new customer

acquisition and growth in customer

purchase frequency, supported by

Plussubscriptions and reminders.

Average order value Revenue Gross margin rate

Moonpig and Greetz

(£ Revenue per order)

(£m) (% Total revenue)

£8.82 £350.1m 59.6%

Average order value (AOV) at Moonpig

and Greetz increased by 2.1%. This

reflects the return to gift attach rate

growth at both brands, driven by

improvements to our gifting

recommendations and the onboarding

of trusted brand partners. UK first-class

stamp price increases on card-only

orders also contributed to growth.

Group revenue grew by 2.6%, driven by

8.6% growth at the Moonpig segment,

offset in part by performance at Greetz

and Experiences. It includes

annualisation of prior year temporary

additional non-redemption revenue on

expired vouchers at Experiences. At

Greetz, the rate of decrease moderated

year-on-year. Trading at Experiences

remained challenging.

Moonpig delivered strong gross margin

growth, supported by operational

efficiencies and expansion in high-

margin income streams such as

subscription membership fees.

Key performance indicators

£8.64

£8.82

FY24

FY25

£341.1m

£350.1m

£48.6m

£39.2m

£51.2m

£48.9m

£241.3m

£262.0m

FY24

FY25

59.4% 59.6%

FY24

FY25

33.9m

35.3m

FY24

FY25

Moonpig

Greetz

Experiences

11.5m

12.0m

FY24

FY25

2.94 2.94

FY24

FY25

Adjusted EBITDA

Adjusted EBIT

Adjusted profit before taxation

(£m) (£m) (£m)

£96.8m £77.8m £67.5m

Adjusted EBITDA increased by £1.3m to

£96.8m, of which Moonpig accounted

for 84.6%. The prior year included one-

off excess non-redemption income from

vouchers that were sold during Covid

with extended expiry dates.

Adjusted EBIT decreased by £0.2m to

£77.8m, of which Moonpig accounted

for 85.8%. The prior year included one-

off excess non-redemption income from

vouchers that were sold during Covid

with extended expiry dates.

Adjusted PBT increased to £67.5m

(FY24: £58.2m), driven by lower net

finance costs of £10.3m (FY24:£19.9m).

This resulted from deleveraging and

lower facility costs following the

refinancing completed in2024.

Adjusted basic earnings per share

Free Cash Flow

Net debt to Adjusted EBITDA

(p) (£m) (Ratio)

15.0p £66.1m 0.99x

Adjusted basic EPS increased by 18.1%

from 12.7p in FY24 to 15.0p in FY25,

reflecting higher profits and a reduced

average share count resulting from the

share repurchases in H2 FY25. Reported

basic EPS was negative 3.2p (FY24:

earnings of 10.0p), driven by the £56.7m

non-cash impairment of Experiences.

Free Cash Flow was £66.1m (FY24:

£61.0m), reflecting the Group's

consistently cash generative business

model. This supported a £29.1m

reduction in net debt, £10.3m of net

finance costs, £25.0m of share

repurchases

and the Group's inaugural

dividend of 3.0p, including the 1.0p

interim dividend paid during the year.

Net debt to Adjusted EBITDA decreased

from 1.31x to 0.99x, driven by strong Free

Cash Flow.

The Group targets medium-term net

leverage of around 1.0x, with flexibility

to move beyond this as business

needsrequire.

Key performance indicators continued

£95.5m

£96.8m

£15.0m

£72.7m

£81.9m

FY24

FY25

£58.2m

£67.5m

FY24

FY25

1.31x

0.99x

FY24

FY25

12.7p

15.0p

FY24

FY25

£61.0m

£66.1m

FY24

FY25

Moonpig

Greetz

Experiences

£6.5m

£8.5m

£7.8m

Moonpig

Greetz

Experiences

£78.1m £77.8m

£13.9m

£6.2m

£58.2m £66.8m

FY24

FY25

£5.9m

£4.9m

1 Adjusted EBITDA, Adjusted EBIT, Adjusted PBT, Adjusted earnings per share, Free Cash Flow and net leverage are Alternative Performance Measures, definitions of which

are set out on pages 181 to 182.

2 The Group repurchased £25.0m of its own shares for cancellation. Of this amount, £24.3m was paid during the year to the corporate broker managing the share

repurchase programme, with £0.7m remaining payable as at 30 April 2025.

A platform for compounding

profit growth and strong cash

generation.

Introduction

We delivered strong growth in profit before

tax in FY25, with Adjusted PBT rising by

16.0% to £67.5m and Adjusted basic EPS

increasing by 18.1% to 15.0 pence. This

reflects consistent revenue growth at the

Moonpig segment, sustained Adjusted

EBITDA margins and strong Free Cash Flow

that has accelerated earnings growth

through lower interest costs and a smaller

share count following the repurchase and

cancellation of shares.

Moonpig Group’s revenue base is high-

quality and predictable. Nearly nine-tenths

of Moonpig and Greetz revenue derives

from existing customers, with retention

improving across all cohorts and frequency

remaining stable. These cohort dynamics

underpin consistent revenue growth,

reinforce resilience and contribute to

steadily rising customer lifetime value.

Technology is our core revenue growth

engine, with data forming a structural moat.

Every day, we collect more than twice as

much data as the rest of the greeting

cardmarket combined, deepening our

competitive advantage. Wehave over

101mcustomer occasion reminders, allowing

us to engage customers at moments of

gifting intent. AIenhancement such as

personalised gifting algorithms, sentiment

analysis and semantic search continue to

increase conversion, basket size and overall

customer engagement.

Chief Financial Officer's review

Adjusted EBITDA (£m)

£96.8m

YoY: 1.3%

FY24: £95.5m

Adjusted EPS (p)

15.0p

YoY: 18.1%

FY24: 12.7p

Free CashFlow (£m)

£66.1m

YoY: 8.4%

FY24: £61.0m

Moonpig’s growth strategy is grounded in three clear and compounding revenue drivers: expanding our active customer base, increasing

order frequency and growing average order value – in particular, through growth in gift attachment. Our ability to acquire customers at

under 12 months’ payback and deepen their value over time supports sustainable revenue growth over the medium term. The Plus

subscription programme now accounts for approximately 20% of Moonpig orders in the UK and lifts members' average order frequency

byover 20%. We returned gift attach rate to growth in FY25, with momentum building as the year progressed.

Our platform is structurally profitable and capital light. We maintain high gross margins, operate with negative working capital and

manage capex within a disciplined ROI framework. With low inventory risk and operational leverage across fulfilment and technology, the

Group consistently delivers high and growing operating cash flow. These fundamentals enable us to both invest in future growth and

generate excess capital.

We generate strong cash flow and allocate capital with discipline. In FY25, Free Cash Flow was £66.1m (FY24: £61.0m). Adjusted operating

cash flow, which is stated before capital expenditure, was £82.3m (FY24: £74.2m), representing an Adjusted operating cash conversion rate

of 85%. This supported a reduction in net leverage to 0.99x (FY24: 1.31x) and a £25.0m share repurchase programme. The Board has

proposed dividends of 3.0 pence per share, amounting to an estimated total dividend distribution ofapproximately £10.0m, dependent on

issued share capital at the next record date. The FY25 dividend is covered 5.0x by Adjusted profit before taxation – above our medium-term

target range of 3x to 4x. With our growth priorities fully funded, we intend to repurchase up to £60.0m of shares in FY26, whilst maintaining

year-end leverage in line with our 1.0xtarget.

In combination, these attributes create a platform with high operating leverage, predictable revenue and efficient capital deployment.

Thishas delivered sustained cash generation and Adjusted EPS growth of 18.1%. We expect to deliver consistent mid-teens growth in

Adjusted EPS in futureyears.

Financial performance – Group

Year ended

30 April 2025

Year ended

30 April 2024 Year-on-year growth

Revenue (£m) 350.1 341.1 2.6%

Gross profit (£m) 208.6 202.5 3.0%

Gross margin (%) 59.6% 59.4% 0.2%pts

Adjusted EBITDA (£m)

96.8 95.5 1.3%

Adjusted EBITDA margin (%)

27.6% 28.0% (0.4) %pts

Reported profit before taxation (£m) 3.0 46.4 (93.6) %

Adjusted profit before taxation (£m)

67.5 58.2 16.0%

Reported earnings per share - basic (pence) (3.2) 10.0 (132.0) %

Adjusted earnings per share - basic (pence)

15.0 12.7 18.1%

Free Cash Flow (FCF) (£m)

66.1 61.0 8.4%

Net leverage 0.99x 1.31x (0.32)x

1 Stated before Adjusting Items of £56.7m in Adjusted EBITDA (FY24: £3.5m), £64.6m in profit before taxation (FY24: £11.8m), £62.6m (FY24: £9.4m) in profit after taxation

and £nil is in Free Cash Flow (FY24: £2.4m). See Adjusting Items at Note 6 and definition of Alternative Performance Measures at page 181.

The Group delivered revenue of £350.1m, representing year-on-year growth of 2.6%. This was driven by strong revenue growth of 8.6% at

Moonpig, offset in part by performance at Greetz and Experiences. The prior year includes annualisation of prior year temporary additional

non-redemption revenue on expired vouchers at Experiences.

Revenue growth at Moonpig was driven by growth in both orders and AOV. This was underpinned by technology investment, with our

product, data and technology workforce focused on initiatives that delivered growth in new customer acquisition and customer purchase

frequency. We also delivered a return to year-on-year growth in gift attach rate across both H1 and H2 FY25, with growth accelerating in

the second half of the year.

We have continued to make progress at Greetz, with revenue decreases moderating from a decrease of 7.5% in FY24 to 4.7% in FY25. On a

constant currency basis, this equates to a decrease of 2.4% for the financial year. Greetz had a softer start to the second half of the year,

but recent performance has been more encouraging, with an improved exit rate to FY25. A broad range of operational KPIs have

maintained an upward trajectory, including new customer acquisition, brand keyword traffic, customer satisfaction scores and gift

attachment rates. From April 2025 onwards, Greetz revenue has been in line with prior year on a constant currency basis.

Chief Financial Officer's review continued

The Experiences segment continues to face a challenging market environment, with a proposition more exposed to cyclical pressures than

the rest of the Group. The £56.7m non-cash impairment charge to goodwill recognised as at 31 October 2024 remained unchanged at year-

end. We now have strong operational momentum in the Experiences business, which we will continue to build on in FY26, helped by a

strengthened divisional management team, the rollout of new features enabled by the completion of re-platforming during FY25 and a

strong pipeline of product launches in subscription gifting, casual dining and live experiences.

The Group maintained Adjusted EBITDA margin rate at 27.6% (FY24: 28.0%), despite the absence of the prior year Covid-related non-

redemption revenue at 100% margin. Excluding this one-time benefit, underlying margin performance strengthened – supported by intake

margin improvements at Moonpig, operational efficiencies in UK fulfilment and continued expansion of higher-margin revenue streams such

as Plus subscription fees.

Adjusted profit before taxation increased by 16.0% to £67.5m (FY24: £58.2m), driven by lower net finance charges as we refinanced to

lower-cost debt facilities in February 2024 and lower drawdown on our revolving credit facility.

Adjusted basic EPS for FY25 increased by 18.1% to 15.0 pence (FY24: 12.7 pence) as strong Free Cash Flow of £66.1m (FY24: £61.0m)

enabled us to both reduce net finance costs through deleveraging and lower our average issued share capital through repurchasing and

cancelling shares.

Revenue

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

growth %

Active customers (m) 12.0 11.5 4.1%

Orders per active customer (number) 2.94 2.94 0.0%

Moonpig and Greetz orders (m) 35.3 33.9 4.1%

Moonpig and Greetz AOV (£ per order) 8.8 8.6 2.1%

Moonpig and Greetz revenue (£m) 310.9 292.5 6.3%

Moonpig revenue (£m) 262.0 241.3 8.6%

Greetz revenue (£m) 48.9 51.2 (4.7) %

Moonpig and Greetz revenue (£m) 310.9 292.5 6.3%

Experiences revenue (£m) 39.2 48.6 (19.3) %

Group revenue (£m) 350.1 341.1 2.6%

Moonpig and Greetz revenue increased by 6.3% year-on-year, driven by increases in both order volumes and average order value (AOV).

Active customers grew by 4.1% to 12.0m, reflecting consistent year-on-year new customer acquisition. Whilst headline order frequency

remained unchanged at 2.94 orders per active customer (FY24: 2.94), this includes the mix impact from particularly strong new customer

acquisition. We continued to make strong progress with the drivers of underlying frequency growth, including reminders collection and Plus

subscriptions. Average order value increased by 2.1% year-on-year, driven by postage price increases, more efficient targeting of

promotional activity and year-on-year growth in gift attach rate.

Group revenue growth was powered by Moonpig, at which revenue increased by 8.6% year-on-year. The revenue trajectory at Greetz

continued to improve from a 7.5% decrease in FY24 to a decrease of 4.7% in FY25 including the adverse impact from foreign exchange

translation. On a constant currency basis, Greetz sales in FY25 were 2.4% lower than the prior year.

Moonpig is driving growth in sales where it acts as an agent, for children’s toys and gift experiences. Under the agency model, only

commission earned is recognised as revenue, resulting in lower reported revenue compared to the gross amount that would be recorded if

the Group acted as principal.

At Experiences, the reported year-on-year reduction in revenue includes the prior year recognition of temporarily higher non-redemption

relating to gift boxes (primarily distributed through high street retail partners) and individual experiences vouchers that were sold during

Covid with extended expiry dates. As these extended expiry dates have now passed, this benefit did not repeat in FY25.

Group revenue is weighted towards the second half of the year, reflecting key trading peaks including Christmas, Valentine’s Day and UK

Mother’s Day. In FY25, H2 accounted for approximately 55% of Moonpig revenue, 50% at Greetz and 62% at Experiences (FY24: 55%; 51%

and 61% respectively). This resulted in around 55% (FY24: 55%) of total Group revenue being generated in the second half.

Gifting mix of revenue

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

growth %

Moonpig and Greetz cards revenue (£m) 186.0 172.0 8.1%

Moonpig and Greetz attached gifting revenue (£m) 116.3 110.8 5.0%

Moonpig and Greetz standalone gifting revenue (£m) 8.6 9.7 (11.1) %

Moonpig and Greetz revenue (£m) 310.9 292.5 6.3%

Experiences gifting revenue (£m) 39.2 48.6 (19.3) %

Group revenue (£m) 350.1 341.1 2.6%

Moonpig / Greetz total gifting revenue (£m) 124.9 120.5 3.7%

Moonpig / Greetz gifting revenue mix (%) 40.2% 41.2% (0.9) %pts

Group gifting mix of revenue (%) 46.9% 49.6% (2.7) %pts

Growth in attached gifting revenue reflected both the 4.1% increase in total orders and strengthening gift attach rate, which increased

year-on-year by 0.2 percentage points in H1 FY25 and 0.7 percentage points in H2 FY25. In our card-first model, card order volume is a key

driver of gifting revenue. Gift attach rate strengthened through the year, supported by the introduction of trusted brands such as Hotel

Chocolat, The Entertainer and Next, as well as enhancements to our gifting recommendation algorithms. The continued expansion of the

Plus membership base was also positive, as members have a higher average gift attach rate than non-members – a trend that holds even

with their uplifted frequency of purchase.

Although standalone gifting revenue decreased year-on-year, this area is not a primary focus, as our strategy remains to prioritise growth in

greeting cards and attached gifting to drive purchase frequency and customer lifetime value.

Gross margin rate

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

growth %

Moonpig gross margin (%) 57.0% 55.2% 1.8%pts

Greetz gross margin (%) 46.1% 47.1% (1.0) %pts

Moonpig and Greetz gross margin (%) 55.3% 53.8% 1.5%pts

Experiences gross margin (%) 93.9% 92.9% 1.0%pts

Group gross margin (%) 59.6% 59.4% 0.2%pts

Gross margin rate was 59.6% (FY24: 59.4%), supported by a 1.8 percentage point increase in Moonpig gross margin rate. Thisreflects

improved intake margin from the commercial management of supplier relationships, leveraging AI to make more targeted

useofpromotional discounts and the successful implementation of efficiency projects at our UK facility including the insourcing of UK

balloonfulfilment.

In addition, Moonpig and Greetz revenue includes £10.8m (FY24: £6.2m) from income streams with a 100% incremental gross margin rate,

such as Plus renewal subscription fees, on-site marketing income and commissions earned on the sale of toys and digital gift experiences as

agent. In due course, we expect this to exert some upward pressure on both gross profit margin and Adjusted EBITDA margin (whilst

reducing reported revenue from gross transaction value to commission earned on sales as agent). At the same time, the impact of growth in

gift attach rate will be to place downward pressure on headline gross margin rate due to adverse category mix, albeit driving growth in

absolute gross profit.

The reduction in gross margin at Greetz reflects increased promotional intensity in gifting.

Experiences gross margin rate remained relatively consistent year-on-year at 93.9% (FY24: 92.9%). The high gross margin rate at

Experiences reflects the nature of revenue recognised at this segment, which comprises agency commission earned from partners for the

distribution of experiences, rather than gross transaction value. Cost of goods at the Experiences segment related primarily to packaging

and distribution for those orders where the consumer elects to pay for a physical gift box rather than digital delivery.

Chief Financial Officer's review continued

Adjusted EBITDA margin

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

growth %

Moonpig Adjusted EBITDA margin % 31.2% 30.1% 1.1%pts

Greetz Adjusted EBITDA margin % 13.2% 15.3% (2.1) %pts

Moonpig and Greetz Adjusted EBITDA margin % 28.4% 27.5% 0.9%pts

Experiences Adjusted EBITDA margin % 21.6% 30.9% (9.3) %pts

Group Adjusted EBITDA margin % 27.6% 28.0% (0.4) %pts

The Group maintained Adjusted EBITDA margin rate at 27.6% (FY24: 28.0%). Excluding prior year excess non-redemption, there was an

underlying improvement in Adjusted EBITDA margin rate, driven by Moonpig.

At Moonpig, higher Adjusted EBITDA margin rate reflected the pass-through of higher gross margin rate. In contrast, Greetz's Adjusted

EBITDA margin decreased, impacted by lower revenue, operational leverage and higher promotional activity in gifting. At Experiences, the

lower Adjusted EBITDA margin reflects prior year excess non-redemption, the year-on-year reduction in revenue and the negative impact of

operational leverage.

Depreciation, amortisation, finance costs and taxation

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

growth %

Adjusted EBITDA (£m) 96.8 95.5 1.3%

Depreciation and amortisation (£m) (18.9) (17.4) 8.6%

Adjusted EBIT (£m) 77.8 78.1 (0.3) %

Net finance costs (£m) (10.3) (19.9) (48.0) %

Adjusted profit before taxation (£m) 67.5 58.2 16.0%

Adjusted taxation (£m) (16.0) (14.6) 9.6%

Adjusted profit after taxation (£m) 51.5 43.6 18.1%

Depreciation and amortisation (excluding acquisition-related amortisation) increased from £17.4m in FY24 to £18.9m in FY25, driven by

continued investment in operational facilities and technology development. There has been no change in the Group’s accounting policies

orpractices relating to the capitalisation of costs as internally generated intangible assets. We continue to amortise internally generated

intangible assets over a relatively short useful life of three years.

Net finance costs decreased to £10.3m (FY24: £19.9m):

• Interest on bank borrowings decreased from £12.3m in FY24 to £7.7m in FY25, reflecting lower drawdown on the Group's revolving credit

facilities and lower margins following the refinancing of facilities in February 2024.

• Amortisation of fees decreased from £5.0m in FY24 to £0.8m in FY25, reflecting lower arrangement fees following the Group’s February

2024 refinancing to new revolving credit facilities.

• Imputed interest on the Experiences merchant liability balance increased from £1.6m in FY24 to £1.8m in FY25. The merchant accrual is

treated as a financial liability and discounted to present value in accordance with IFRS 9.

• Interest on lease liabilities decreased from £0.9m in FY24 to £0.7m in FY25, reflecting scheduled lease repayments.

• There was a £0.9m year-on-year movement in net foreign exchange gain/(loss) on financing activities. The monetary foreign exchange

impact of Euro-denominated intercompany loan balances resulted in the Group recognising a £0.5m gain (FY24: £0.4m loss), with the

corresponding intercompany loss recognised in other comprehensive income in accordance with IAS 21. Also included in net foreign

exchange on financing activities is a £0.1m gain (FY24: £nil) on the revaluation of the Group's euro denominated external debt.

The Adjusted taxation charge was £16.0m (FY24: £14.6m). Expressed as a percentage of Adjusted profit before taxation, the Adjusted

effective tax rate was 23.7% (FY24: 25.1%). This was lower than prevailing rates of corporation tax due to the positive impact of deferred tax

movements in relation to share-based payment arrangements, driven by increases in the Group's share price. The reported taxation charge

was £14.0m (FY24: £12.2m), with the difference from Adjusted taxation relating to deferred tax on acquisition related intangible assets.

Alternative Performance Measures

The Group has identified certain Alternative Performance Measures (APMs) that it believes provide additional useful information on the

performance of the Group. These APMs are not defined within IFRS and are not intended to substitute or be considered as superior to IFRS

measures. Furthermore, these APMs may not necessarily be comparable to similarly titled measures used by other companies. The Group’s

Directors and management use these APMs in conjunction with IFRS measures when budgeting, planning and reviewing business

performance.

Year ended

30 April 2025

Year ended

30 April 2024

Adjusted

Measures

Adjusting

Items

IFRS

Measures

Adjusted

Measures

Adjusting

Items

IFRS

Measures

EBITDA (£m) 96.8 (56.7) 40.1 95.5 (3.5) 92.0

Depreciation and amortisation (£m) (18.9) (7.9) (26.8) (17.4) (8.3) (25.7)

EBIT (£m) 77.8 (64.6) 13.3 78.1 (11.8) 66.3

Finance costs (£m) (10.3) – (10.3) (19.9) – (19.9)

Profit before taxation (£m) 67.5 (64.6) 3.0 58.2 (11.8) 46.4

Taxation (£m) (16.0) 2.0 (14.0) (14.6) 2.4 (12.2)

Profit / (loss) after taxation (£m) 51.5 (62.6) (11.1) 43.6 (9.4) 34.2

Basic earnings per share (pence) 15.0p (18.2)p (3.2)p 12.7p (2.7)p 10.0p

EBITDA margin (%) 27.6% – 11.5% 28.0% – 27.0%

EBIT margin (%) 22.2% – 3.8% 22.9% – 19.4%

PBT margin (%) 19.3% – 0.9% 17.1% – 13.6%

1 See Adjusting Items at Note 6 and Alternative Performance Measures at page 181.

2 Figures in this table are individually rounded to the nearest £0.1m. As a result, there may be minor discrepancies in the sub-totals and totals due to rounding differences.

Adjusting Items comprise the following:

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

movement

Pre-IPO share-based payment charges (£m) – (1.1) 1.1

Pre-IPO cash bonus awards (£m) – (2.4) 2.4

Acquisition amortisation (£m) (7.9) (8.3) 0.4

Impairment of goodwill (£m) (56.7) – (56.7)

Operating profit impact of Adjusting Items (£m) (64.6) (11.8) (52.8)

Taxation on pre-IPO share-based payment charges (£m) – (0.3) 0.3

Taxation on pre-IPO cash bonus awards (£m) – 0.6 (0.6)

Taxation on acquisition amortisation (£m) 2.0 2.1 (0.1)

Taxation on impairment of goodwill (£m) – – –

Taxation on Adjusting Items (£m) 2.0 2.4 (0.4)

Post-tax impact of Adjusting Items (£m) (62.6) (9.4) (53.2)

Pre-IPO incentive scheme costs consist of £nil (FY24: £1.1m) share-based payment charges and £nil (FY24: £2.4m) cash bonus awards.

These relate to one-off compensation arrangements, which fully vested at the end of the FY24 financial year. The Group treats these costs

as Adjusting Items as they relate to one-off awards implemented whilst the Group was under private equity ownership and are not part of

the Group’s ongoing remuneration arrangements.

Acquisition amortisation of £7.9m (FY24: £8.3m) relates to the amortisation of intangible assets arising on the acquisition of the Greetz and

Experiences segments. This is treated as an Adjusting Item as it does not reflect the underlying performance of the Group but is a result of

the accounting requirements for a business combination under IFRS 3. Adjusted taxation excludes the credit to reported taxation relating to

the unwind of the deferred taxation liability that was recognised alongside the intangible assets arising on business combination.

Chief Financial Officer's review continued

The non-cash impairment charge relating to Experiences CGU goodwill of £56.7m (FY24: £nil) has been classified as an Adjusting Item.

Determining which items should be classified as Adjusting Items involves the exercise of judgement. We do not classify the following as

Adjusting Items on the basis that they are recurring costs associated with delivery of financial performance. However, we have observed

that certain users of our accounts adopt a different approach in their own financial modelling and have therefore provided the information

below to assist these users. The charge for FY25 reflects relatively low expected vesting for awards maturing in 2025. We currently expect

materially higher vesting for subsequent awards, which is reflected in technical guidance.

Year ended

30 April 2025

Year ended

30 April 2024

Share-based payment charges relating to operation of post-IPO Remuneration Policy

(£m) (3.5) (3.1)

1 Stated inclusive of employer's national insurance of £1.6m (FY24 £0.5m). The increase in national insurance reflects higher current share price and expected increase in

the Group's share price through to the vesting date of each scheme.

Earnings per share (EPS)

Adjusted basic EPS for FY25 increased from 12.7p in FY24 to 15.0p in FY25, reflecting the 18.1% year-on-year increase in Adjusted profit after

taxation and the impact of repurchasing and cancelling shares. Afteraccounting for unvested employee share awards, Adjusted diluted

earnings per share was 14.5p (FY24: 12.3p). Reported basic EPS loss per share of 3.2p (FY24: earnings 10.0p) reflects the non-cash

impairment charge of £56.7m.

Year ended

30 April 2025

Year ended

30 April 2024

Year-on-year

growth %

Adjusted basic EPS (pence) 15.0 12.7 18.1%

Reported basic EPS (pence) (3.2) 10.0 (132.0) %

Adjusted diluted EPS (pence) 14.5 12.3 17.9%

Reported diluted EPS (pence) (3.2) 9.6 (133.3) %

Weighted average issued share capital (number of shares) 342,548,159 343,093,868 (0.2) %

Weighted average diluted share capital (number of shares) 356,141,330 354,787,805 0.4%

Closing issued share capital (number of shares) 333,845,736 343,310,015 (2.8) %

The calculation of basic EPS is based on the weighted average number of ordinary shares outstanding. The period-on-period movement

reflects the repurchase and cancellation of 11,061,434 (2024: nil) shares during the year. This was offset in part by the issue of 1,597,155

(2024: 1,198,394) shares including 1,413,971 of shares to satisfy the final tranche of the pre-IPO award in July 2024 and 183,184 shares in

respect of the operation of post-IPO remuneration policy. The Group expects to move during FY26 to satisfying share awards through

market purchases rather than through dilution, subject to this remaining EPS-accretive at the prevailing share price.

Free Cash Flow

The Group is cash generative, with Free Cash Flow (FCF) of £66.1m (FY24: £61.0m). Adjusted operating cash flow, which includes capital

expenditure, was £82.3m (FY24: £74.2m), representing Adjusted operating cash conversion rate of 85% (FY24: 78%).

Year ended 30 April 2025 Year ended 30 April 2024

Adjusted

Measures

£m

Adjusting

Items

£m

IFRS

Measures

£m

Adjusted

Measures

£m

Adjusting

Items

£m

IFRS

Measures

£m

Profit before tax 67.5 (64.6) 3.0 58.2 (11.8) 46.4

Add back: net finance costs 10.3 – 10.3 19.9 – 19.9

Add back: depreciation and amortisation 18.9 7.9 26.8 17.4 8.3 25.7

EBITDA

96.8 (56.7) 40.1 95.5 (3.5) 92.0

Adjust: impact of share-based payments

1.8 – 1.8 3.1 1.1 4.2

Add back: (increase) / decrease in inventories (1.4) – (1.4) 5.2 – 5.2

Add back: decrease in receivables 0.7 – 0.7 0.2 – 0.2

Add back: (decrease) in Experiences merchant

accrual

(6.8) – (6.8) (8.2) – (8.2)

Add back: increase / (decrease) in trade and other

payables

4.4 – 4.4 (7.9) – (7.9)

Add back: impairment of goodwill – 56.7 56.7 – – –

Add back: loss on foreign exchange – – – 0.3 – 0.3

Less: research and development tax credits (0.2) – (0.2) (0.5) – (0.5)

Cash generated from operations 95.4 – 95.4 87.6 (2.4) 85.3

Less: income tax paid (16.2) – (16.2) (10.7) – (10.7)

Net cash generated from operating activities 79.2 – 79.2 76.9 (2.4) 74.6

Capital expenditure (13.3) – (13.3) (13.7) – (13.7)

Bank interest received 0.2 – 0.2 0.2 – 0.2

Net cash used in investing activities (13.1) – (13.1) (13.5) – (13.5)

Free Cash Flow (FCF)

66.1 – 66.1 63.4 (2.4) 61.0

EBITDA to FCF conversion %

68% 165% 66% 66%

Cash generated from operations 95.4 – 95.4 87.6 (2.4) 85.3

Less: capital expenditure (13.3) – (13.3) (13.7) – (13.7)

Less: loss on foreign exchange – – – (0.3) – (0.3)

Add back: pre-IPO cash bonus award – – – – 2.4 2.4

Add back: research and development tax credits 0.2 – 0.2 0.5 – 0.5

Operating cash flow

82.3 – 82.3 74.2 – 74.2

Operating cash conversion %

85% 205% 78% 81%

1 See Adjusting Items at Note 6.

2 EBITDA, Free Cash Flow (FCF), FCF conversion, operating cash flow and operating cash conversion are non-IFRS measures. FCF is defined as net cash generated from

operating activities less net cash used in investing activities; it excludes proceeds from or payments for mergers and acquisitions but (as a practical expedient and for

greater consistency with IAS 7 classification of cash flows) is not adjusted to exclude bank interest received. Adjusted operating cash conversion, which is defined as the

ratio of operating cash flow to Adjusted EBITDA, informs management and investors about the cash operating cycle of the business and how efficiently operating profit is

converted into cash.

3 The adjusted add-back relates to non-cash share-based payment charges of £1.8m (FY24: £3.1m) arising from the operation of post-IPO Remuneration Policy. The

adjusting item add-back relates to pre-IPO remuneration of £nil (FY24: £1.1m).

4 Figures in this table are individually rounded to the nearest £0.1m, hence sub-totals and totals may not sum due to rounding differences.

Chief Financial Officer's review continued

Cash generated from operations was £95.4m (FY24: £85.3m):

• There was a year-on-year increase in inventory of £1.4m (FY24: £5.2m decrease), reflecting variation in intake within normal operational

parameters. The FY24 decrease in inventory reflected one-time improvements on inventory management.

• There was a cash outflow from the Experiences merchant accrual of £6.8m (FY24: £8.2m outflow). The larger prior year movement

reflects higher non-redemption.

• There was an inflow in respect of other trade and other payables of £4.4m (FY24: £7.9m outflow). This reflects higher trade creditors

driven by timing of payments and growth in trading.

Capital expenditure remained broadly consistent year-on-year at £13.3m (FY24: £13.7m). This equates to 3.8% of revenue and is below the

lower end of our medium-term target range. We expect higher capital expenditure in FY26 as a result of investment in automation at our

operational facilities, together with a reversion in technology capitalisation rate to normal levels; during FY25 there have been a number of

technology projects, such as the implementation of a new warehouse management system and the migration of Greetz to the same card

payment processing platform as Moonpig, which comprise SaaS configuration. As these arrangements grant access to rather than control of

the software, they do not give rise to an intangible asset under IFRS; accordingly, the associated payroll costs have been recognised as

operating expenses.

Net debt

Net debt at 30 April 2025 improved to £96.0m (April 2024: £125.1m). Net debt is a non-GAAP measure and is defined as total borrowings,

including lease liabilities, less cash and cash equivalents. The ratio of net debt to Adjusted EBITDA improved to 0.99x (30April 2024: 1.31x),

inline with our medium-term target of 1.0x.

As at

30 April 2025

As at

30 April 2024

Borrowings

(£m) (95.1) (118.4)

Cash and cash equivalents (£m) 12.6 9.6

Borrowings less cash and cash equivalents (£m) (82.5) (108.8)

Lease liabilities (£m) (13.5) (16.3)

Net debt (£m) (96.0) (125.1)

Adjusted EBITDA (£m) 96.8 95.5

Net debt to Adjusted EBITDA (ratio) 0.99:1 1.31:1

Committed debt facilities (£m) 180.0 180.0

1 Borrowings are stated net of capitalised loan arrangement fees and hedging instrument fees of £1.8m as at 30April 2025 (30April 2024: £2.0m).

The Group’s debt facilities consist of a £180.0m committed revolving credit facility which now has a maturity date of 28 February 2029. This

reflects the exercise during the year of a one-year extension option, which was approved by the lenders. Borrowings are subject to interest

at a margin over the reference interest rate, with margin of 200bps for net leverage of 1.0x or lower and 225bps for net leverage of 1.5x or

lower, thereafter stepping up based on a margin ratchet until it reaches to 300bps for net leverage above 2.5x. Facility covenants are

tested semi-annually and comprise a maximum net debt to Adjusted EBITDA ratio of 3.0x and minimum Adjusted EBITDA interest cover ratio

of 3.5x.

The Group hedges its interest rate exposure on a rolling basis. As at the current date, several layered SONIA interest rate cap instruments

are in place with strike rates of between 4.5% and 5.0% on total notional of £50.0m until 31 October 2026. Further details are set out at

Note 20.

Capital allocation

In October 2024, we announced a new capital allocation policy, in anticipation of reaching our 1.0x net leverage target. This framework

establishes a clear hierarchy: investment to support organic growth – including continued investment in technology development, customer

acquisition and operational automation – remains the highest priority, followed by dividends, then selective, value-accretive M&A and

finally the repurchase of shares where excess capital is available. Given our organic growth priorities are appropriately funded and M&A is

not currently in contemplation, our capital allocation focus has shifted to returning excess capital to shareholders.

Year ended

30 April 2025

Year ended

30 April 2024

£m £m

Free Cash Flow

66.1 61.0

Interest and fees paid on borrowings, leases and hedging instruments (8.8) (15.1)

Net repayment of borrowings (23.3) (54.7)

Net repayment of lease liabilities (3.2) (3.7)

Own shares repurchased for cancellation

(24.3) –

Dividends paid (3.4) –

Net cash used in financing activities (63.0) (73.6)

Differences on exchange (0.0) (0.2)

Increase/(decrease) in cash and cash equivalents in the year 3.0 (12.8)

1 Free Cash Flow (FCF) is a non-IFRS measure. FCF is defined as net cash generated from operating activities less net cash used in investing activities; it excludes

proceeds from or payments for mergers and acquisitions but is not adjusted to exclude bank interest received (as a practical expedient and for greater consistency with

IAS classification of cash flows).

2 The Group repurchased £25.0 million of its own shares for cancellation. Of this amount, £24.3 million was paid during the year to the corporate broker managing the

share repurchase programme, with £0.7 million remaining payable as at 30 April 2025.

During FY25, the Company declared its first interim dividend of 1.0 pence. The Board is recommending a final dividend of 2.0 pence which,

if approved at the 2025 AGM, will be paid on 20 November 2025 to shareholders on the register at the close of business on 24 October

2025. This would result in total dividends for FY25 of 3.0 pence (FY24: nil), equating to an estimated total dividend distribution of

approximately £10.0m, dependent on issued share capital at the next record date and representing dividend cover of 5.0x. The Group has

adopted a progressive dividend policy and intends that dividend per share will grow over time as earnings rise, targeting a cover ratio of 3x

to 4x in the medium-term.

The Group’s inaugural share repurchase programme was completed in H2 FY25, purchasing a total of 11,377,505 (2024: nil) ordinary shares

for total consideration of £25.0m, including transaction costs, of which £24.3m was a cash outflow in the year with the remainder included

in year-end payables pending settlement. The average effective purchase price was 218.2 pence per share. All of the purchased shares

were subsequently cancelled, with 11,061,434 cancelled as at 30 April 2025 and a further 316,017 shares transferred to the registrar for

cancellation post year-end.

The Group has announced its intention to repurchase up to £60.0m of shares in FY26, subject to the normal authority to repurchase shares

being granted at the 2025 AGM. The Company’s policy is to undertake share repurchases only where they are EPS enhancing and funded

from excess capital. We intend for FY26 repurchases to be executed through two separate programmes of £30.0m each, in H1 and H2

respectively. All shares will be cancelled. During FY26 we intend to transition to settling obligations under employee share plans through

market purchases of shares, subject to the prevailing share price.

Distributable reserves

As at 30 April 2025, the Company balance sheet held distributable reserves of £559.6m (April 2024: £582.5m), comprising retained

earnings and the share-based payments reserve. The Company's ability to distribute capital depends on parent company reserves rather

than consolidated reserves.

Whilst the consolidated balance sheet shows net liabilities, a key factor contributing to this is the £993.0m merger reserve – a debit balance

in equity arising from the pre-IPO reorganisation, accounted for under common control merger accounting. Under this method, the assets

and liabilities of the acquired entities were recognised at their existing carrying amounts rather than at fair value and no goodwill was

recognised. The difference between the consideration paid and the book value of net assets acquired was recorded directly in equity within

the merger reserve.

This accounting treatment was selected in preference to acquisition accounting in order to reflect the continuity of ownership and to present

the Group's financial results on a basis that preserved the historical track record of the underlying trading entities. Had acquisition

accounting been applied, the identifiable net assets would have been remeasured at fair value and a significant goodwill asset would likely

have been recognised, increasing net assets and potentially resulting in the Group reporting positive net assets. However, such treatment

would not have reflected the substance of a restructuring within a commonly controlled group.

Chief Financial Officer's review continued

Outlook for FY26

Since the start of the year, trading across the Group has been in line with our expectations, including strong Father's Day trading. Moonpig

is growing at double-digit levels and Greetz revenue is in line with the prior year. At Experiences, we continue to build on recent operational

momentum.

For FY26, we expect Group Adjusted EBITDA to grow at a mid-single digit percentage rate and growth in Adjusted earnings per share at

between 8% and 12%, with continued strong free cash flow generation funding ongoing investment in our growth strategy and consistent

returns to shareholders.

With respect to the medium term, we continue to target double-digit revenue growth, Adjusted EBITDA margin of 25% to 27% and mid-

teens growth in Adjusted EPS.

Technical guidance

Capital

expenditure

We expect a year-on-year increase in the ratio of capex to revenue. Tangible and intangible capital

expenditure in FY26 and FY27 is expected to sit in the upper half of our 4% to 5% medium-term target range.

In both years, this includes mid-single digit millions of spend on property, plant and equipment for planned

automation investments at our UK fulfilment centre.

Depreciation and

amortisation

We expect depreciation and amortisation to be between £20m and £23m in FY26. This includes the

depreciation of tangible fixed assets (including right-of-use assets) and amortisation of internally generated

intangible assets. It excludes amortisation of acquisition-related intangible assets.

Net finance costs

We expect net finance costs to be broadly unchanged year-on-year at approximately £10m in FY26. This

includes around £6m of interest on bank borrowings and £2m of deemed interest on the Experiences merchant

accrual. The remainder relates to interest on leases and the amortisation of arrangement fees on debt

facilities and hedging instruments. Beyond FY26, and excluding movements in reference rates, net finance

costs are expected to rise in line with Adjusted EBITDA, as net debt increases to maintain net leverage of

approximately 1.0x.

Taxation

We expect an effective tax rate of between 25% and 26% of reported profit before taxation in FY26 and

thereafter. Adjusted taxation charge excludes credits relating to the unwind of deferred tax liabilities

recognised on acquisition-related intangible assets, consistent with the treatment of the related acquisition

amortisation.

Working capital

We expect the Experiences merchant accrual to vary broadly in line with trading performance at that

segment. Other working capital balances are expected to reflect overall Group revenue growth trends.

Net leverage

We expect IFRS 16 net leverage to be approximately 1.0x as at 30 April 2026. It is likely to be modestly higher at

31 October 2025, reflecting the second-half weighting of Free Cash Flow and the distribution of capital returns

across the year. The Group targets medium-term net leverage of around 1.0x, with flexibility to move beyond

this as business needs require.

Andy MacKinnon

Chief Financial Officer

25 June 2025

The Group’s risk appetite is an expression of the amount and type of risks that it is willing to take to achieve its strategic objectives. The

Group operates to a set of Board-approved risk appetite principles, which enable consistent, informed decision making that is aligned with

strategy, define the risk culture that flows through the Group and support corporate governance by setting clear boundaries for risk taking.

The Group’s risk management and internal control framework provides the Board with assurance that risks are being appropriately

identified and managed in line with its risk appetite. The Board has collective responsibility for risk management and the Board does not

have a separate risk committee.

We recognise both that excessive risk-taking could threaten our long-term success and that some level of risk is inherent or necessary to

drive growth and value creation. The Group’s risk management framework is therefore designed to manage, rather than eliminate, the risk

of not meeting business objectives, providing reasonable rather than absolute protection.

Board Audit Committee

• Overall responsibility for the Group’s risk management

and internal control framework.

• Determines the Group’s risk appetite.

• Determines the Group’s culture.

• Approves the risk register (and the sustainability

riskregister) taking account of advice from the

AuditCommittee.

• Assists the Board in reviewing the effectiveness of

the risk management internal control framework.

• Advises the Board on risk appetite, tolerance and

strategy and on principal and emerging risks.

• Agrees the scope of the internal audit and

external audit functions and reviews their work.

• Advises the Board on the identification and

assessment of risks, including sustainability risks.

First line: Executive Committee

• Operational management has primary day-to-day responsibility for risk management.

• Ensures that risk management is an integral part of implementing the strategic objectives.

• Ensures that the Group operates within the set risk appetite and tolerances.

• Supported by and contributes to internal risk management systems and processes.

Second line: oversight functions

• Functions: Finance, Legal, Data Protection, Technology Security, Procurement, Human Resources, Sustainability.

• Establishes and maintains appropriate policies.

• Guides, advises and challenges management on the implementation and operation of internal controls.

• Co-ordinates appropriate and timely delivery of risk management information to the Executive Committee.

Third line: independent assurance

• Provides independent assurance that risk is being appropriately managed.

• The internal audit programme is outsourced to KPMG LLP with its annual review plan aligned to identified risks.

Risk management process

• Twice-annual assessment of the Group’s principal and emerging risks and the effectiveness of risk mitigations.

• Sustainability risk management is assessed as part of the Group’s overall risk management framework.

Risk management

Risk management process

Effective risk management is key in enabling the Group to

achieve its strategic objectives and maintain long-term growth.

The Group follows a five-step process to identify, monitor and

manage risks. Management of sustainability risks is performed

as part of this overall risk management process. Identified risks

and mitigations are captured in a risk register.

Five-step risk identification process

Establish strategy

The Board approves the Group’s strategy annually, which

serves as the basis for the Group’s risk identification process,

enabling a focus on risks that could impact the achievement of

strategic objectives.

Identify risks

A top-down and bottom-up approach is used to identify the

principal and emerging risks facing the Group. The detailed

work is performed by management and approved by the Board,

taking account of advice from the Audit Committee.

Evaluate risks

Risks are evaluated based on the likelihood of occurrence over

the next three years and their potential impact from a financial,

reputational, compliance, ethical and safety perspective if they

were to crystallise. Risks are categorised and rated based on

the aggregate impact of these two parameters.

Manage and mitigate risks

Management identifies mitigating actions for each risk, based

onan assessment of the effectiveness of the existing control

environment. The control environment is reviewed and changes

implemented when necessary.

Monitor and review risks

On an ongoing basis, management monitors risks and

mitigations, which are captured in the risk register. The

Executive Committee is assisted in this monitoring process by the

Group’s internal audit programme, which is outsourced to

KPMG LLP. The Board has most recently approved the risk

June 2025, with particular focus on the principal risks identified.

Effectiveness of risk management and internal control

The Audit Committee supported the Board to complete its annual review of the effectiveness of the Group’s risk management and internal

control framework in April 2025. The Audit Committee report, page 88 onwards, summarises the work carried out as part of this review as

well as the activities performed by the Audit Committee to monitor the framework throughout the year.

During FY25, the Group completed several initiatives to further strengthen its approach to risk management and internal control.

Theseincluded:

• Implementation of a new warehouse management system at the Tamworth operational facility, to strengthen the control environment

around inventory and improve the accuracy of perpetual inventory counting.

• Deployment of new cloud-based systems for budgeting and forecasting, financial consolidation, carbon accounting, sustainability

reporting and production of the annual report and accounts.

In addition, the Group continued to address recommendations from internal audits relating to inventory management and technology

security. Looking ahead to FY26, the Group will continue the phased implementation of an internal control framework that aligns with the

requirements set out in Provision 29 of the 2024 Corporate Governance Code.

Emerging risks

Emerging risks are new or changing risks, for which likelihood and impact are uncertain or unknown, which we believe are not immediate

but which may represent a significant future threat. Horizon scanning for emerging risks is performed as an integral part of the risk

management process, with input from risk owners across the business, review by the Executive Committee and approval by the Board,

taking account of advice from the Audit Committee. Examples of emerging risks that we continue to monitor include:

• The pace of technological change in AI. While current developments present significant opportunities, we remain vigilant to future

advancements, such as the impact of generative AI on search engine marketing, that could alter customer behaviour or reshape

competitive dynamics.

• The possibility that physical greeting cards might become less culturally relevant in the markets where the Group operates. There is no

evidence of this currently, either for consumers generally or for any age cohort. We have seen no evidence of generational shifts in

behaviour and consumers see digital alternatives (such as video or voice messages and e-cards) as complementary rather than

substitutional.

• The implications of potential upcoming legislative and regulatory changes.

In addition, whilst potential changes to postal services remain one of the Group's principal risks, we continue to monitor developments in

this area, including any potential evolution in the posture of the regulatory bodies charged with oversight of the universal postal service in

the countries where we operate.

Principal risks and uncertainties

The Board has carried out a robust assessment of the emerging and principal risks facing the Group. This included an assessment of the

likelihood of each risk identified and the potential impact of each risk after taking into account mitigating actions being taken. Risk levels

were reviewed and modified where appropriate to reflect the current view of the relative significance of each risk.

When considering principal risks, the Board has regard for the

Group’s three-year viability assessment period, which aligns to

its technology investment cycle. Additional risks and

uncertainties for the Group, including those that are not

currently known or are not considered material, may individually

or cumulatively also have a material effect on the Group’s

business, results of operations and/or financial condition.

The Group’s sustainability risks are set out on page 31. As part of

the evolution of its risk management framework, the Group

conducted a CSRD-aligned double materiality assessment

during the year (see page 26).

Technology security and data protection is classified as both

aprincipal risk and a material sustainability risk due to its

potential financial impact. Other sustainability risks have not

been assessed as having a material impact on the Group's

business model, strategy or the Directors' assessment of viability

and therefore are not classified as principal risks.

The Board has approved the Group’s assessment of principal

risks since the prior year. There have been no amendments to

the Group's assessment of principal risks since the last Annual

Report and Accounts. Other risks have been amended as

appropriate based on the output of risk management

assessment.

Risk management continued

Risk Description Management and mitigation Developments in FY25 Risk trend

Technology

security

anddata

protection

As a digital platform business,

the Group requires its

technology infrastructure to

operate. Downtime of the

Group’s systems resulting from

atechnology security breach

would cause an interruption

totrading.

Either a technology security

breach or a failure to

appropriately process and

control the data that the

Group’s customers share

(whether because of internal

failures or a malicious attack by

a third party), could result in

reputational damage, loss of

customers, loss of revenue and

financial losses from litigation or

regulatory action.

The upward risk trend reflects

our assessment of the external

environment, taking into

account high profile technology

security breaches at other

consumer-facing businesses

during 2025.

Page 66 summarises how the

Group manages technology

security and data protection risks

using a Three Lines of Defence

model.

Whilst risk cannot be eliminated,

the Board attaches a high level of

importance to how our risk

management framework operates

in relation to technology security

and data protection.

The Group's revised Sustainability

Strategy, approved by the Board

during the year, includes a

commitment to implement an

information security management

system (ISMS) aligned with NIST

Cybersecurity Framework by 2030

(seepage 28).

During the year, two internal audits

were carried out focusing on

technology security: the first assessed

technology governance and risk

management maturity within our

Experiences Division, while the second

reviewed operational controls relating

to threat prevention and detection

across the Group. Implementation

ofthe audit recommendations is

underway, withall actions accepted

by management.

The Audit Committee commissioned an

independent review of the Group's

technology security focusing on system

defences and threat detection.

Theassessment covered access

controls, device and network

protection, staff awareness, encryption

and monitoring. Management is

progression actions to enhance access,

detection and response capabilities.

Risk Description Management and mitigation Developments in FY25 Risk trend

Consumer

demand

A deterioration in

macroeconomic conditions

could affect consumer

sentiment and discretionary

spending, potentially reducing

demand and impacting

Grouprevenue.

Although the Group has no

significant direct exposure to

global tariff changes or US

economic policy, such

developments may contribute to

broader economic uncertainty.

The UK greeting card market

hasproven to be relatively resilient

to recession.

At Moonpig and Greetz, our

approach is focused around

acquiring loyal customer cohorts

that drive recurring annual

revenue. Approximately nine-

tenths of revenue at these

segments is from existing

customers.

Our business model is flexible

andwe can respond rapidly to

economic changes, for instance

with respect to pricing,

merchandise range and cost base.

The greeting card market has

continued to perform strongly,

reflecting its non-cyclical nature.

Thisresilience has supported

revenue growth in FY25, even amid

broader consumer headwinds.

Gift experiences, which are typically

higher price points and more

discretionary in nature, have proven

more sensitive to the economic

environment.

Strategy

delivery

The Group’s strategy is focused

on investment in technology and

data to drive growth across

each of our businesses.

Whilst this approach is

delivering consistent growth

atMoonpig, it has not yet

translated into revenue growth

at Greetz and Experiences.

There is a risk that the strategy

does not deliver growth in

revenue and profit to the extent

expected across all parts of

theGroup.

The Group monitors return on

investment for all technology

development. The product, data

and technology functions are

managed to enable rapid

redirection of resource towards

those projects that most strongly

contribute to revenue growth.

Investment can be adjusted in

areas where expected revenue

growth is not achieved.

We continue to execute our

strategy at Experiences, with a

focus on enhancing the

proposition. We expect to drive

medium-term growth through a

balanced combination of orders

on the Red Letter Days and

Buyagift websites, increasing

basket value, driving sales through

third party channels (including

Moonpig) and upsell onthe

recipient website.

The Group continues to deliver

revenue growth, led by consistent

performance of the Moonpig brand.

Alongside this, there is an active

focus on improving performance

atboth Greetz and Experiences.

At Greetz, efforts are centred on

deepening customer engagement

through features such as reminders,

apps and Plus subscriptions,

leveraging capabilities from the

Group technology platform.

At Experiences, our transformation

plan remains underway, with

ongoing work to strengthen the

product proposition.

Risk management continued

Risk Description Management and mitigation Developments in FY25 Risk trend

Changes to

universal

postal

services

Moonpig and Greetz use

regulated monopoly postal

services for the final leg of

delivery for greeting cards sent

by envelope post.

Consumer demand for single

greeting cards could be

impacted by changes to the

frequency, reliability or

affordability of postal delivery.

The Group may also be

impacted by future changes in

the commercial terms on which

delivery services are provided.

We maintain strong relationships

with postal service providers and

engage regularly at a senior level.

We also contribute to regulatory

consultations on the future of the

postal service obligations,

including with Ofcom in the UK.

We have a multi-year strategy to

reduce reliance on next-day

envelope delivery by:

• Expanding tracked next-day

services for card-only orders,

offering Moonpig Guaranteed

Delivery and Greetz

Guaranteed Delivery at a

competitive price.

• Increasing attached gifting,

which shifts fulfilment from letter

post to parcel courier services,

with multiple provider options.

• Encouraging earlier ordering by

leveraging our database of

reminders.

• Growing digital fulfilment,

including driving adoption of e-

cards bundled with digital gift

experiences at Moonpig. A

significant proportion of

Experiences orders are already

fulfilled digitally.

We consider that this risk has

increased year-on-year in view of

Royal Mail's move into private

ownership under the same

controlling party that holds

significant influence in the publicly

listed PostNL.

During the year, we responded to

Ofcom's consultation titled "Review

of the Universal Postal Service and

Other Postal Regulation", which

closed on 10 April 2025.

We have successfully driven

growthin tracked delivery, with

approximately two-fifths of UK card-

only orders now sent using Moonpig

Guaranteed Delivery.

The Group has committed to

installing new sortation equipment

atTamworth in FY26, which will

enable a broader range of delivery

options for gifts.

Brand

strength

and

reputation

The Group’s continued success

depends on the strength of its

brands: Moonpig, Greetz, Red

Letter Days and Buyagift.

Any event that damages the

Group’s reputation or brands

could adversely impact its

business, results of operations,

financial condition or

prospects.

There is high consumer awareness

of the Group’s brands, which is

maintained by ongoing investment

in marketing. This is further

strengthened by network effects

from recipients receiving cards

and gifts.

Ongoing investment in technology,

with innovations such as video and

audio messages and AI driven

"smart text" message

recommendations in greeting

cards, as well as Moonpig Plus

and Greetz Plus, to differentiate

our brand from its online and

offline competitors.

Investment in data protection and

technology security helps to

protect the Group from the

adverse impact of a data breach

or cyber-attack.

The Group has continued to invest in

brand marketing throughout FY25.

We have continued to invest in

technology, focusing on innovations

that differentiate our brand from its

online and offline competitors, for

instance through the launch during

FY25 of AI-generated "sticker"

images for the inside of greeting

cards and "Your Personalised

Handwriting", an AI-driven feature

that allows customers to add their

own handwriting to our cards.

Risk Description Management and mitigation Developments in FY25 Risk trend

Disruption to

operations

Any disruption to in-house or third-

party facilities within the Group’s

production and fulfilment network

could have an adverse effect on

trading.

The Group uses third-party

suppliers for solutions on its

platforms and any disruptions,

outages or delays in these would

affect the availability of, prevent

or inhibit the ability of customers

to access or complete purchases

on its platforms.

We operate flexible fulfilment

technology with application

programming interface (API)

based data architecture which

allows the addition of third-party

suppliers to the production and

fulfilment network with relative

speed.

The Group carries out due

diligence on key suppliers at the

onset of a relationship. This

includes technology and data

protection due diligence and

checks on financial viability.

Experiences offers digital voucher

fulfilment, so could continue to

trade in the event of disruption to

its operations.

The Group continues to operate a

multi-site approach to ensure UK

operational resilience. The

Group’s facilities at Tamworth and

Guernsey operate alongside the

use of outsourced partners.

In the Netherlands, we have a

standby agreement with a third

party that would provide card

fabrication and gift fulfilment

services in the event of significant

disruption to our facility in Almere.

Flowers are fulfilled by a single

supplier in both the UK and the

Netherlands, however there is

partial substitutability of demand

between flowers and other gifting

product categories.

1 This risk trend is based on the risk position in the current year compared to the previous year, as assessed at the June 2024 and June 2025 board meetings.

Risk management continued

Technology security and data privacy

The Group operates a technology platform for gifting, with a strategy based upon utilising its unique data science capabilities to

optimise and personalise customer experience. It processes significant volumes of data on customers’ gifting intent and as such,

technology and data security are key areas of risk management focus.

Risk management

objectives

Technology and information security

The Group’s risk management framework incorporates controls

to protect its technology systems and the data contained therein

from damage, unauthorised use and exploitation (and in

addition to enable restoration where needed), with the purpose

of maintaining their confidentiality, integrity and availability.

Protection of data privacy

The Group’s risk management framework incorporates

controls to ensure that its collection and processing of

personal data is compliant with UK privacy laws and with

equivalent laws in territories where it has operations.

First line

ofdefence

The Group has in place a comprehensive set of policies

covering all aspects of technology and information security.

Security incident response processes are regularly reviewed

and with ransomware specific technical playbooks.

Multi-Factor Authentication (MFA) is in place across the

Group for admin/privileged application access and remote

access to infrastructure.

Network segmentation is in place, reducing the ability for an

impacted instance to infect other instances.

Endpoint Detection and Response (EDR) tooling and anti-

virus tooling are in place across all Group infrastructure.

Strong perimeter defences (including Web Application

Firewalls) are in place to protect public-facing infrastructure.

Security scanning of developed code is automated and in

place across the Group.

The Group implements patching within 7 days for Critical or

High vulnerabilities across the Group. In most cases patching

occurs in under 3 days.

The Group works closely with suppliers to ensure that they only

receive and store the minimum data for the purposes required;

security audits are performed to confirm these suppliers

operate at a high standard to protect and manage data.

Annual technology security training is mandatory for all

employees and contractors.

Data protection policies are in place that embed each of the

key principles set out in UK GDPR.

Key data flows are mapped and captured in a Record of

Processing Activities (RoPA).

The Data Protection Office works closely with stakeholders to

embed privacy by design. Data Protection Impact

Assessments (DPIAs) and other regulatory impact assessments

are completed as appropriate for proposed new data

processing activities.

External and internal privacy policies are in place. The

website privacy policies include clear and accessible

mechanisms for data subjects to manage their data sharing

preferences, raise concerns, or to request that their accounts

be amended, rectified or erased.

We are committed to notifying data subjects in a timely

manner in case of policy changes or breach of privacy of their

personal data.

There are clear processes in place to manage data handling

by suppliers through implementation of robust contractual

arrangements.

A data retention policy is in place.

Annual data protection training is mandatory for all

employees and contractors.

Second line

ofdefence

The Technology Security Team performs regular security

testing of the key platform and applications and reviews

internal processes and capabilities.

Quarterly health checks ensure that critical security tools are

configured and operating appropriately.

The Group subscribes to bug bounty schemes that reward

friendly hackers who uncover security vulnerabilities.

A technology security risk register is maintained and regularly

reviewed. This feeds into the Group’s overall risk register.

Technology Security continues to follow industry standards

and utilises threat intelligence feeds from both Government

and Private Sector to ensure defensive measures are up to

date and appropriate for a business of our nature and scale.

Oversight is provided by the Group Data Protection Office,

which leads a cross-functional Data Protection Governance

Committee to drive continuous improvement.

A data protection risk register is maintained. This feeds into

the Group’s overall risk register.

Documented procedures are in place for data protection

incident management.

Third line

ofdefence

An independent third-party review of the Group’s technology

security was performed in FY21, with the findings of this

exercise reviewed by the Board. All recommendations have

been implemented in full.

The same independent third-party specialist was

commissioned to perform due diligence on the Experiences

business prior to acquisition.

During the year, two internal audits focusing on technology

security were undertaken, one reviewing the technical

controls across the Group and the other focused on

governance and risk management at the Experiences

Division. The Audit Committee also commissioned a third

party to undertake an assessment of the Group’s IT

infrastructure and operations. This focused on access

controls, threat detection capabilities, endpoint protection,

encryption and staff awareness. We intend to address all the

audit recommendations and implementation is underway.

Data privacy posture at Moonpig and Greetz was reviewed

by internal audit in FY22. All recommendations were

implemented in full. An FY24 internal audit “health check”

review of key internal controls at Experiences identified no

significant findings relating to data privacy.

A full internal audit review of the Group's data privacy

posture is scheduled in FY26.

The Directors have assessed the prospects and viability of the

Group over a period of three years, significantly longer than 12

months from the approval of these financial statements.

Assessment of prospects

The Directors have assessed the Group’s prospects taking into

account its current financial position, its recent historical financial

performance, its business model (pages 12 to 13), its strategy (pages

18 to 20) and the principal risks and uncertainties (as described on

pages 64 to 68).

The Group’s prospects are assessed primarily through its strategic

planning process. This includes an annual review which considers

forecast monthly profitability, cash flows and liquidity over three

years. The first year of the forecast is the Group’s annual budget.

The second and third years are prepared using the same calculation

methodology as the budget with a top-down strategic overlay.

Financial forecasts for Moonpig and Greetz are based on

modelling of KPIs that include orders and revenue for each monthly

cohort of customers that has (or is expected in future to be)

acquired by the Group. For the Experiences segment, financial

forecasts are developed based on the number of orders that can be

generated from its marketing activity. Detailed monthly financial

forecasts are then prepared for each segment that consider orders,

revenue, profit, capital expenditure, working capital, cash flow and

key financial ratios.

The Group's debt facilities consist of a £180m committed RCF, which

now has a maturity date of 28 February 2029. This reflects the

exercise during the year of a one-year extension option, which was

subsequently approved by the lenders.

The Group’s forecast liquidity headroom and forecast ongoing

compliance with the six-monthly financial covenants set out in the

RCF agreement are both considered.

The CEO and CFO, through the Executive Committee, lead the

planning process. The Board participates fully in the annual process

and considers whether the plan continues to take appropriate

account of the external environment including technological, social

and macroeconomic changes. The most recent plan was approved

by the Board in April 2025.

As set out in the Audit Committee report at pages 88 to 95, the Audit

Committee reviews and discusses with management the schedules

supporting the assessments of going concern and viability.

The assessment period

The Directors have determined that three years to 30 April 2028 is

an appropriate period over which to provide the Board’s viability

statement. This was considered the appropriate timeframe by the

Directors because it is consistent with the three-year horizon of the

Group’s strategic planning process and it aligns to the investment

cycle of a technology platform business.

Assessment of viability

The output of the Group’s strategic planning process reflects the

Board’s best estimate of the future prospects of the business. To

make the assessment of viability, additional scenarios have been

modelled over and above those in the ongoing plan. These

scenarios were overlaid into the plan to quantify the potential

impact of one or more of the Group’s principal risks and

uncertainties crystallising over the assessment period.

The Group’s principal risks and uncertainties are set out on pages

64 to 68.

Each of the Group’s principal risks has a potential impact and has therefore been considered as part of the assessment. We have also

considered transition-related climate risks with potential financial implications.

Scenario modelled Principal risks included in the scenario

Technology and data security breach

The impact of a significant technology security incident with an associated data breach has

been considered. It has been assumed that a technology security incident renders the Moonpig

and Greetz technology platform (and therefore all Moonpig and Greetz websites and apps)

inaccessible for a period of one month, during a peak trading period. Additionally, we modelled

a reduction in revenue of 5% to take account of resulting damage to reputation in each of the

assessment years and assumed that the Group receives the maximum possible fine of £17.5m

under the General Data Protection Regulation (GDPR) in one of its countries of operation.

• Technology security and data

protection

• Brand strength and reputation

Significant disruption to trading

We have modelled a 3.7 percentage point reduction in the compound annual growth rate

(CAGR) of forecast revenue across the viability period to capture potential risks such as lower

purchase frequency, fewer new customers, reduced gift attach rates, lower average order

value, decreased gross margin rate, disruption to fulfilment operations or disruption to

regulated postal services. Different revenue sensitivities have been applied to each segment to

reflect their respective risk profiles. The modelling is consistent with the sensitivity analysis

related to the value in use (VIU) of the Parent Company investment (see Note 4 of the Company

financial statements). The percentage CAGR is expressed for the three-year viability period

rather than for the five-year pre-perpetuity period assumed in the VIU calculation, however it is

based on the same absolute forecast revenue figures.

• Consumer demand

• Strategy delivery

• Brand strength and reputation

• Changes to the postal services

• Disruption to operations

Viability statement

The results of this scenario modelling demonstrate that the Group

would be able to withstand the impact of each of the modelled

scenarios, remain cash generative and continue to meet its

obligations under the existing borrowing facility.

This assessment takes into account the Group's strong operating

cash flows, the available headroom under its committed revolving

credit facility and the Board's discretion to pause future share

repurchase activity. While share repurchase programmes are non-

discretionary, it is the Group's practice to limit each programme to

within a half-year reporting window.

This analysis has been conducted before considering the potential

benefit of additional cost-reduction measures such as reductions in

acquisition marketing spend or capital expenditure.

It also assumes no changes to our current forecast for dividend

payments, which reflects expected growth in declared amounts.

Overall, this reflects the inherent resilience of the Group's business

model, which is underpinned by customer loyalty, strong profitability

and robust Free Cash Flow. The Directors also reviewed the results

of reverse stress testing performed to provide an illustration of the

extent to which existing customer purchase frequency and levels of

new customer acquisition would need to deteriorate in order that

their cumulative effect should either trigger a breach in the Group’s

covenants under the RCF or else exhaust liquidity. The probability of

this scenario occurring was deemed to be remote given the resilient

nature of the Group’s business model and its strong operating cash

conversion.

Climate change impact

No costs are included in base case cash flows during the Viability

Period in connection with delivery of our Net Zero goals. None are

anticipated, as the Group has minimal Scope 1 and 2 emissions and

Scope 3 reductions are to be achieved through engagement across

the value chain rather than direct expenditure.

Scenario analysis performed as part of the Group's disclosure

against TCFD (pages 33 to 35) identified two transition-related

climate risks with potential financial implications. For the risk of

carbon taxation, we modelled the gross (unmitigated) financial

impact under a Paris Agreement Aligned scenario, assuming the

introduction of carbon taxes from FY28. This has been incorporated

into our modelling of potential Viability Assessment scenarios with

no impact on the conclusions drawn.

For the risk of shifting consumer sentiment, scenario analysis was

conducted to evaluate the potential consequences of different

climate policy pathways. However. the significant uncertainty

surrounding behavioural and market response assumptions means

that the quantification of a specific financial impact is highly

speculative, hence no such estimate can be meaningfully

determined at this stage. The risk is captured through the broader

trading downturn scenario referred to above.

Viability statement

Based on the assessment above, the Directors confirm that they

have a reasonable expectation that the Group will continue in

operation and meet its liabilities as they fall due over the three-year

period ending 30 April 2028.

Going concern

The Directors also considered it appropriate to prepare the financial

statements on the going concern basis, as explained in the basis of

preparation paragraph in Note 1 to the financial statements.

The Group complies with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies Act

2006. The below table outlines the Group’s position on non-financial and sustainability matters and identifies where the information

required is included in the report.

Reporting requirement Policies and Standards which govern the Group’s approach Additional information and risk management

Description of business

model

N/a Business model pages 12 to 13

Non-financial KPIs N/a Key performance indicators pages 49 to 50

Stakeholders Group Data Protection Policies

Code of Conduct

Stakeholder engagement pages 22 to 24

s172 statement pages 22 to 24

Board activities page 86

Environmental, social and governance disclosures

pages 25 to 48

Task Force for Climate-related Financial Disclosures

(TCFD) pages 29 to 42

Employee engagement page 23

Technology security and data privacy page 44

Corporate Governance report pages 78 to 87

Audit Committee report pages 88 to 95

Environmental Environmental Policy Environmental, social and governance disclosure

pages 25 to 48

Climate-related financial

disclosures

Task Force on Climate-related Financial Disclosures Environmental, social and governance disclosure

pages 25 to 48

Employees Code of Conduct

Flexible Working Policy

Whistleblowing Policy

Health and Safety Policy

Health, Safety and Environment Integrated

Management System

Environmental, social and governance disclosure

pages 25 to 48

s172 statement pages 22 to 24

Human rights Anti-Slavery and Human Trafficking Policy

Code of Conduct

Human rights page 73

Social matters Anti-Slavery and Human Trafficking Policy Sustainability disclosure pages 25 to 48

Directors’ report pages 120 to 122

Anti-corruption and anti-

bribery

Anti-Bribery and Anti-Corruption Policy (which

includes clauses on hospitality, gifts, political

involvement and political expenditure and

charitable donations)

Conflicts of Interest Policy

Anti-Money Laundering Policy

Anti-bribery and anti-corruption, page 73

Principal risks and impact

on the business

N/a Risk management pages 62 to 69

Principal risks pages 64 to 68

Business model pages 12 to 13

Audit Committee report pages 88 to 95

Non-financial and sustainability information statement

Across the Group, policies and codes of conduct are in place to

ensure consistent governance on a range of issues. For the

purposes of the Non-Financial Reporting requirements, these

include, but are not limited to the following.

People

The Group understands that its behaviour, operations and how it

treats employees all have an impact on the environment and

society. It recognises the importance of health and safety and the

positive benefits to the Group.

The Group has a Health, Safety and Environment Integrated

Management System which is communicated to all employees

through a handbook, which is regularly reviewed and updated.

ACode of Conduct applies to all employees and sets out the

Group’scommitment to:

• Behave ethically.

• Comply with relevant laws and regulations.

• Do the right thing.

Disclosure concerning employment

of disabled persons

We give full and fair consideration to applications for employment

by the Company made by disabled persons, having regard to their

particular aptitudes and abilities. We make reasonable adjustments

during the application process as well as during employment. We

are also committed to continuing employment of, and for arranging

appropriate training for, employees who have become disabled

whilst employed by the Company. Training, development and

promotion opportunities are provided for all employees, with

learning and development provided in flexible and accessible ways.

Human rights

The Group’s Code of Conduct confirms that it respects and upholds

internationally proclaimed human rights principles as specified in

the International Labour Organisation’s Declaration on

Fundamental Principles and Rights at Work (ILO Convention) and

the United Nations’ Universal Declaration of Human Rights. The

Group’s Procurement Policy outlines how it procures goods and

services. In addition, the Group has an Anti-Slavery and Human

Trafficking Policy which applies to both suppliers and employees.

Online training is provided to all employees, including part-time

employees and contractors, on issues of modern slavery.

The Group is committed to implementing and enforcing effective

systems and controls to ensure modern slavery is not taking place

anywhere in its own business or in any of its supply chains.

The Group publishes its Modern Slavery Act Transparency

Statement annually and this, together with previous statements, can

be viewed on the Group’s corporate website at

www.moonpig.group.

Data protection

As a data-driven business, the Group is committed to respecting

and protecting the privacy and security of personal information. The

Group’s Privacy Statement governs how it collects, handles, stores,

shares, uses and disposes (including timely deletion) of information

about people, whether they are customers, employees or people in

the Group’s supply chain. The Group does not rent, sell, or provide

personal data to third parties for purposes other than completing

transactions or providing our services. Data Protection Policies are a

key element of corporate governance within the Group. The

Group’s privacy notices, for both its corporate website and its

consumer websites, are available at www.moonpig.group.

Anti-bribery and anti-corruption

The Chief Financial Officer is the Board member with responsibility

for executive oversight of anti-bribery and anti-corruption. The

Group has an Anti-Bribery and Anti-Corruption Policy, a Conflict

ofInterest Policy and an Anti-Money Laundering Policy, as well as

aCode of Conduct. Each policy incorporates the Group’s key

principles and standards, governing business conduct towards key

stakeholder groups. The Anti-Bribery and Anti-Corruption Policy is

supported by clear guidelines and processes for giving and

accepting gifts and hospitality from third parties.

Whistleblowing

The Group’s Whistleblowing Policy is supported by an external,

confidential reporting hotline which enables employees to raise

concerns in confidence. Any reported issues will be reported to

thefull Board and handled in the first instance by the Company

Secretary, with support from the Chair of the Audit Committee and,

where appropriate, remedial actions taken. Employees receive

annual training on our whistleblowing policy and posters

advertising the service are displayed in all locations.

Tax strategy

The Group is committed to acting with integrity and transparency

inall tax matters. The Group undertakes tax planning only where it

supports genuine commercial activity and in doing so is committed

to remaining compliant with all relevant tax laws and practices.

Acopy of the Group’s tax strategy can be accessed on the Group’s

corporate website at www.moonpig.group.

Dividend policy

During the year, the Board approved a new dividend policy, which

commits the Company to maintaining robust dividend cover of 3x to

4x in the medium term, with dividends growing in line with Adjusted

earnings per share. The Company may revisit its dividend policy

infuture.

The Strategic report was approved by the Board of Directors and

signed on its behalf by:

Nickyl Raithatha

Chief Executive Officer

25 June 2025

Kate Swann

Chair

Nickyl Raithatha

Chief Executive Officer

Andy MacKinnon

Chief Financial Officer

David Keens

Senior Independent

Non-Executive Director

Appointed Appointed Appointed Appointed

Kate joined the Group as

Chair in August 2019 and

was appointed to the Board

in January 2021. She is also

the Chair of the Nomination

Committee.

Nickyl is the Chief Executive

Officer of the Group, having

held the role since June 2018.

Nickyl was appointed to the

Board at incorporation on

23December 2020.

Andy is the Chief Financial

Officer of the Group, having

held the role since January

2019. Andy was appointed to

the Board at incorporation

on 23 December 2020.

David joined the Board as an

Independent Non-Executive

Director in January 2021.

David is the Senior

Independent Non-Executive

Director, Chair of the Audit

Committee and a member

ofthe Nomination and

Remuneration Committees.

Background and

experience

Background and

experience

Background and

experience

Background and

experience

Kate has more than 30 years

of experience leading

businesses, having held

many senior positions

throughout her career. She

was Chair of Secret Escapes

from 2019 to 2021 and was

previously Chancellor of the

University of Bradford.

She has extensive listed

company experience, having

served as the Chief Executive

Officer of SSP Group from

2013 to 2019 and of WH

Smith from 2003 to 2013.

Prior to this, Kate held roles

as Managing Director of

Homebase and of Argos.

Kate holds a Bachelor of

Science with honours in

Business Management from

the University of Bradford

and, in 2007, was awarded

an honorary doctorate from

the University of Bradford.

Nickyl has significant e-

commerce leadership

experience, having founded

and served as Chief Executive

Officer of Finery, an online

British womenswear brand

from 2014 until 2017. Nickyl

served as the Chief Executive

Officer of the e-commerce

business, Rocket Internet, a

company that incubates and

invests in internet and

technology companies

globally, from 2012 to 2014.

Nickyl spent the early part of

his career in financial services,

where he was Vice President

at Goldman Sachs until 2010

and then worked at

Arrowgrass Capital Partners

until 2012, leading research

and investments into global

technology, media and

telecoms companies.

Nickyl holds an MBA from

Harvard Business School and

a Bachelor's degree in

Economics from Cambridge

University.

Andy has extensive

operational and financial

leadership experience in e-

commerce, having previously

held roles as Chief Financial

Officer of Wowcher, an online

consumer business, from 2015

to 2018 and as Chief Financial

Officer of The LateRooms

Group, an online travel

agency, from 2012 until 2015.

Prior to that, he worked at

Shop Direct Group (now The

Very Group).

Andy spent his early career

working in corporate finance

with professional service firm

Deloitte and at HSBC’s

investment banking division.

Andy holds a Bachelor of

Science with honours in

Management Sciences from

the University of Manchester

and has, since 2009, been a

Fellow of the ICAEW, having

qualified as a Chartered

Accountant with KPMG in

1999.

David brings a breadth of

experience in online,

consumer-facing businesses,

together with core skills in

finance. He was Senior

Independent Director and

Chair of the Audit Committee

of Auto Trader Group from

2015 until 2024. David was

Independent Non-Executive

Director and Chair of the

Audit Committee of J

Sainsbury from 2015 until

2021. He was formerly Group

Finance Director of NEXT

from 1991 to 2015 and Group

Treasurer from 1986 to 1991.

Previous management

experience also includes

nine years at the

multinational food

manufacturer Nabisco and,

prior to that, seven years in

the accountancy profession.

David is a member of the

Association of Chartered

Certified Accountants and of

the Association of Corporate

Treasurers.

Current external

appointments

Current external

appointments

Current external

appointments

Current external

appointments

Listed appointments:

Chair of Beijer Ref.

Other appointments:

Chair of IVC Evidensia

and Chair of Parques

Reunidos.

Listed appointments: None.

Other appointments: None.

Listed appointments: None.

Other appointments: None.

Listed appointments: None.

Other appointments: None.

Board of Directors

Susan Hooper

Independent

Non-Executive Director

Niall Wass

Independent

Non-Executive Director

ShanMae Teo

Independent

Non-Executive Director

Appointed Appointed Appointed

Susan joined the Board as an

Independent Non-Executive

Director in January 2021.

Sheis the Chair of the

Remuneration Committee,

DNED for workforce

engagement, and oversees

sustainability matters. She is a

member of the Audit and

Nomination Committees.

Niall joined the Board as an

Independent Non-Executive

Director in January 2021. He

is a member of the Audit,

Nomination and

Remuneration Committees.

ShanMae joined the Board

as an Independent Non-

Executive Director on 27 June

2022. She is a member of the

Audit, Nomination and

Remuneration Committees.

Background and

experience

Background and

experience

Background and

experience

Susan has broad non-

executive experience. She

has a focus upon ESG and is

a Director of Chapter Zero.

Susan has previously been a

Non-Executive Director of

Tangle Teezer, Eurowag plc,

Affinity Water, Rank Group,

Caresourcer, Wizz Air and

the Department for Exiting

the European Union. Prior to

this, she was Managing

Director of British Gas

Residential Services and

Chief Executive of Acromas

Group’s travel division

(including the brands Saga

and the AA). She has also

held senior roles at Royal

Caribbean International,

AvisEurope, PepsiCo

International, McKinsey & Co

and Saatchi & Saatchi.

Susan holds Bachelor’s and

Master’s degrees in

International Politics and

Economics from Johns

Hopkins University.

Niall has deep experience in

the online consumer business

space both as an executive,

investor and now as a Chair

and NED. He is currently

Chair of a number of growth

stage tech businesses, as

well as previously Chair of

Glovo (sold to Delivery

Hero), and Trouva (sold to

Made). Niall was previously

a Non-Executive Director at

Koru Kids. He was also

previously a Partner at

Atomico, a pan-European

venture capital fund, leading

consumer investments and

remains an adviser there.

In his executive career, Niall

spent over 15 years as a

CEO, COO and SVP in early-

stage tech-enabled

consumer businesses, such

as Betfair (now listed as

Flutter: LSE). His last

executive role was as part of

the Executive Team at Uber,

leading the international

business into 50 countries.

ShanMae has extensive

experience in driving growth

through executive and

investor roles. She is currently

CFO at Climate Impact

Partners. Prior to that, she

was CFO at Third Bridge

Group and the Ambassador

Theatre Group.

She has over ten years of

experience as a private

equity and venture capital

investor at Providence Equity

Partners and M/C Venture

Partners, focusing on

consumer, media, and

technology sectors.

Prior to that, she held roles in

strategy consulting and

investment banking at Bain &

Company and Salomon

Smith Barney.

ShanMae holds a Bachelor

of Science degree in

Accounting and Finance

from Boston College and an

MBA fromINSEAD.

Current external

appointments

Current external

appointments

Current external

appointments

Listed appointments: None.

Other appointments:

Non-Executive Director of

Uber Britannia. Director of

Chapter Zero.

Listed appointments: None.

Other appointments:

Chair at Jobandtalent, Much

Better Adventures, Vay.io,

Veezu and World of Books

Group.

Listed appointments: None.

Other appointments:

CFO of Climate Impact

Partners and Director of

Opera Holland Park.

A commitment to maintaining high

standardsof corporate governance.

On behalf of the Board, I am pleased to present the Group’s

corporate governance statement for the year ended 30 April 2025.

The following report explains the key features of the Group’s

governance framework and how it complied with the UK Corporate

Governance Code 2018 (the “Code”) during the year under review.

In addition, it shows how the Group has prepared for implementation

of the UK Corporate Governance Code 2024, which began

applying to the Group from 1 May 2025.

Code compliance

The Board is committed to maintaining high standards of corporate

governance. We have a clear governance structure, which ensures

that the Board and the business act responsibly in decision-making,

risk management and delivery of objectives. We have applied the

principles of the Code and complied with its provisions in full during

the year. We also voluntarily complied with the relevant provisions

of the 2024 Code, except for Provision 29, which is not effective until

the start of the Group’s financial year ending 30 April 2027.

Preparatory work is underway to ensure compliance with Provision

29 ahead of this date. We have applied the UK Corporate

Governance Code 2024 since our year-end.

Culture and purpose

The Board sets the tone and culture for the Group and the

expectations placed on its people. The Group has a clear purpose,

which focuses on creating better, more personal, connections

between people. It combines this with a dynamic growth culture

that emphasises high performance, employee engagement and

inclusion. Our corporate values are described in the corporate

governance statement on pages 78 to 79.

Board diversity

Board appointments are based on merit with the objective of

ensuring an appropriate balance of skills and knowledge. The

Board’s Diversity Policy, which can be accessed on the Group’s

website at www.moonpig.group, sets out our policy on diversity

with respect to the Board of Directors, the Board Committees, the

Executive Committee and their direct reports within the Extended

Leadership Team.

I am pleased to report that as at 30 April 2025 and as at the date of

this report, the Board meets the UK Listing Rules’ diversity targets: for

at least 40% of individuals on the Board to be women (we have 43%

female representation); for at least one senior board position to be

held by a woman (by virtue of my position as Chair); and for at least

one Board member to be from an ethnic minority background (as

the Board currently has two ethnic minority directors).

We value having a diverse and balanced Board and the benefits of

diversity will be a key consideration in any future Board recruitment.

Succession planning

Effective succession planning for both the Board and senior

management is vital to the Company’s long-term success. We

operate a formal rolling planning process to ensure continuity and

stability. In reviewing succession plans for the Non-Executive

Directors, the Nomination Committee has considered the period

leading up to the 2029 AGM, which is nine years after our IPO. The

Committee intends to phase new appointments over the coming

years to ensure an orderly succession, maintain the independence

of our Non-Executive Directors and to establish a more balanced

profile of Board tenure for the future.

Board evaluation

The outcomes from our most recent internally-facilitated Board and

Committee performance reviews were discussed at a Board

meeting in April 2025, together with progress against actions from

prior years’ evaluations. These are summarised in the Corporate

governance statement on pages 84 to 85. We last conducted an

externally-facilitated performance review in FY24 and we intend to

conduct the next externally-facilitated review in FY27.

2026 Remuneration Policy

Looking ahead, the Group will commence consultation with

shareholders on the triennial review of its Remuneration Policy

ahead of the 2026 AGM.

Stakeholder engagement

The success of the Group’s strategy is reliant on stakeholder

engagement. The Board considers the impact on stakeholders in key

decision-making discussions. A review of stakeholder engagement

can be found in the Strategic report on pages 22 to 24.

Annual General Meeting

The 2025 AGM is scheduled to take place at 10:00 am on

17September 2025 and will be held at the offices of Allen Overy

Shearman Sterling LLP (A&O Shearman), One Bishops Square,

London E1 6AD.

Details of the resolutions and the business of the meeting are set

outin the Notice of Meeting. The Board encourages all shareholders

to vote on the resolutions whether or not they intend to attend

themeeting.

Kate Swann

Non-Executive Chair

25 June 2025

Chair’s corporate governance introduction

Board leadership and Company purpose See page 78 Operation of the Board See page 86

Division of responsibilities See page 82 Audit, risk and internal control See page 88

Composition, succession and evaluation See page 84 Remuneration See page 101

The Board

• Sets the Group’s purpose, values and strategy and satisfies itself that these are aligned with culture.

• Provides entrepreneurial leadership, promoting long-term sustainable success and shareholder value

creation.

• Oversees the Group’s risk management and internal control framework.

• The roles of the Chair, Executive and Non-Executive Directors and the Company Secretary are set out

in the corporate governance statement.

Board

Committees

• The Board delegates certain matters to its three permanent Committees, the terms of reference of

which can be accessed at www.moonpig.group.

Audit

Committee

• Reviews and reports to the Board on the Group’s financial reporting, internal control, whistleblowing,

internal audit and the independence and effectiveness of the external auditors.

Audit Committee report – pages 88 to 95

Nomination

Committee

• Reviews the structure, size and composition of the Board and its Committees and makes

recommendations to the Board. Reviews diversity, talent development and succession planning.

Nomination Committee report – pages 96 to 100

Remuneration

Committee

• Responsible for all elements of the remuneration of the Executive Directors, the Chair and the Executive

Committee. Also reviews workforce remuneration policies and practices.

Remuneration Committee report – pages 101 to 119

Executive

Committee

• Supports the CEO in the development and delivery of strategy.

• Responsible for day-to-day management of the Group’s operations.

• Comprises the Executive Directors, the Moonpig and Greetz leadership team and the Managing

Director of Experiences.

To assist the Board in discharging its obligations relating to monitoring the existence of inside information and its disclosure, the Group has

aDisclosure Committee which is convened on an ad hoc basis as required. The Committee has a quorum of two and its current members

are Kate Swann, David Keens, Nickyl Raithatha and Andy MacKinnon.

The Group has a delegation of authority framework in place, which ensures that decisions are taken at the appropriate level and supports

the effective management of the Group. The delegation of authority framework includes a schedule of Matters Reserved for the Board.

TheMatters Reserved for the Board and the Terms of Reference of the three permanent Board Committees can be accessed at

www.moonpig.group.

Governance framework

We always strive to simplify

both what we do and how

we do it. That means that we

focus on the things that will

have the most impact, figure

out the simplest way to

deliver them and don’t over-

complicate things.

We take ownership, deliver

on our promises and

continuously strive to raise

the bar in everything we do.

We don’t just meet our goals,

we exceed them – and we’re

always thinking five steps

ahead to figure out how we

can increase our impact

even further.

When we see opportunities,

big or small, we grab them.

Our strong judgement and

the knowledge that others

have our back means we

feel confident to take risks.

Being brave comes in all

shapes and sizes; sometimes

it’s “just” speaking up or

giving a colleague some

feedback that you know will

help them grow. It’s about

challenging, getting

involved and making

yourselfheard.

We do what’s right to help

everyone thrive – not what

feeds our ego. We think

beyond the boundaries of

our immediate team and call

on others to make magic

happen across teams.

Wehave deep levels of trust

with one another and share

information generously, but

never excessively. We win

together because we think of

the “we” before the “I”.

A governance framework that complies with

theUKCorporate Governance Code.

Board leadership and company purpose

Purpose, values and culture

The Board is responsible for setting the Group’s purpose, values and strategy and ensuring alignment with the Group’s culture.

Corporate governance statement

Our purpose

Creating better, more personal, connections between people who care about each other.

Our strategy

To become the ultimate gifting companion to our customers.

This is reflected in an entrepreneurial, high-performance, growth-oriented culture with high inclusivity. Our culture is what makes Moonpig

Group a great place to work and attracts talent to the business. Our culture also sets our approach to engaging with ourstakeholders.

Executive management continues to embed our values across the business. For prospective and new employees, the four values are acore

element of the Group’s candidate attraction, hiring and onboarding activities, whilst for existing employees they are embedded in

recognition programmes, for instance “values shout outs” in regular "All Hands" meetings and in the performance appraisal and

management processes.

The Board uses a variety of methods to assess and monitor the Group’s culture and how the desired culture has been embedded, which

include:

• Reviewing the results of the twice-annual employee engagement

survey carried out by executive management. In the longer

survey carried out in October 2024, employees were asked

whether they agreed that "I believe our Company values match

our culture”, to which 72% (October 2023: 66%) responded

positively.

• Reviewing culture KPI data including employee turnover,

vacancies and promotions.

• Reviewing whistleblowing reports, where these arise. During

FY25, there was one whistleblowing report (FY24: one) which

was made directly to the Company Secretary, who is the

Whistleblowing Reporting Officer for the Group. The Company

Secretary investigated the allegations made confidentially and

thoroughly through interviews and a review of documents and

reports, with oversight from the Audit Committee Chair. No

evidence was found to support the allegations. The outcome

wasreported to the Board.

• As part of an open and transparent culture, the Board has

access both to the Executive Committee and to employees at all

levels and makes its own assessment of the culture from seeing

employees in Board presentations, from other meetings with

employees and from spending time in the Group’s open-plan

working environment.

• During the year, the Audit Committee Chair met one-on-one with

members of the Finance and Legal leadership team.

• In addition, part of the role of the DNED is understanding how

culture is manifested by the employee population and bringing

the views of employees back to the Boardroom. During the year

the DNED held a virtual call with employees in Almere and an in

person meeting with employees at our Manchester office.

• During the financial year, the Group has incurred nil (FY24:nil)

fines associated with violations of bribery, corruption, or anti-

competitive standards.

On this basis, the Board is satisfied that policy, practices and behaviour throughout the business are aligned with the Company’s purpose,

values and strategy. For FY25, specific examples of alignment with values include:

Activity Be Brave Keep it Simple Raise the Bar Think Team

Technology

product

development

Differentiated our

greeting card offering

through the launch of

innovative features such

as AI-generated “stickers”.

Streamlined the online

user journey by

leveraging AI to deliver

more relevant search

results and personalised

recommendations.

Improved website

performance through

ongoing UX experiments

and evidence-based

enhancement.

Strengthened

collaboration between

the technology team

andGreetz leadership

toensure new platform

features deliver

measurable commercial

impact in both the UK

and the Netherlands.

Fulfilment

anddelivery

Made the decision to

insource fabrication

ofgiant cards, with

implementation

underway for

completionin FY26.

Insourced UK balloon

fulfilment, simplifying

operations for better

efficiency and quality

control.

Introduced Moonpig

Guaranteed Delivery

andearly dispatch

forscheduled orders,

enhancing reliability and

raising customer NPS.

Implemented a new

warehouse management

system, requiring close

coordination between

theoperations,

technology, financial

andcommercial teams.

Trusted

brands

Launched a project to

extend the Experiences

range into new

categories such as

subscription gifts with

delivery planned for

FY26.

Launched printed retail

gift vouchers inside

greeting cards, first in

theUS and subsequently

in the UK.

Secured partnerships

withNext, Hotel Chocolat

and The Entertainer,

strengthening our brand’s

quality and relevance.

Collaborated closely

across Moonpig and the

Experiences Division to

deliver growth in digital

gifting revenue in the UK.

Workforce engagement

Day-to-day workforce engagement is the responsibility of executive management. Alongside this, the Board also engages with employees

throughout the year and keeps engagement mechanisms under review to ensure they remain effective. The current arrangements are

asfollows:

DNED engagement

There is a clearly defined

programme for workforce

engagement by the Designated

Non-Executive Director for

workforce engagement (DNED).

• Susan Hooper is appointed as the DNED in accordance with the Code and has held this role since

2021. A defined programme of workforce engagement meetings was drawn up for FY25 to enable

the DNED to meet with groups of employees from various locations.

• The Board regularly reviews the effectiveness of the workforce engagement activities to ensure

they add value to employees and to the Board.

• This year the DNED met with groups of employees at two of our sites. These were informal

meetings with the opportunity for employees to raise matters relevant to them and for the DNED to

gauge how well culture is embedded into the business. The Board was provided with feedback

from those sessions. As a result of these meetings, employees felt that they better understood the

role of the Board.

• The DNED also met with the People Director to review the output from employee engagement

surveys.

• The DNED joins several employee “All Hands” meetings each year as an observer.

Wider Board engagement

The NEDs engage directly with the

workforce in ways that are relevant

and provide the full Board with

insight into employee engagement.

• To ensure that all members of the Board have good visibility of the key business operations,

Executive Committee members attend Board meetings regularly to provide updates on their areas

of expertise and the execution of the Group’s strategy.

• Individual NEDs have interacted with employees on various occasions during the year. These

ongoing interactions allow the Board to better inform their perspectives on workforce engagement

and succession planning:

• Kate Swann meets monthly with the Executive Committee to discuss financial performance.

• David Keens met with members of the finance and legal leadership team.

• Niall Wass met with members of the extended leadership team and with some of the product and

technology teams.

• Susan Hooper meets quarterly with the sustainability lead on the Executive Committee to discuss

the Group’s execution against its sustainability strategy and climate transition plan.

Board oversight

The Board reviews twice-annual

engagement survey results as part

of its oversight of workforce

engagement and receives regular

feedback from theDNED.

• Executive management commissions twice-annual, externally-facilitated employee engagement

surveys to ensure that employees are given a voice and that the business can act on employee

feedback. The Board uses these as one basis for assessing overall levels of workforce

engagement.

• On average, across the two employee surveys that the Group carried out in the year, 76% of

employees were proud to work for the Group (FY24: 74%).

• The Group’s average overall employee engagement score for the two surveys improved year-on-

year to 66% (FY24: 61%). Further information is provided on page 23.

Corporate governance statement continued

Shareholder engagement

The Board maintains a clear understanding of the views of investors, through the following means:

Investor relations

The CFO is responsible for a defined

investor relations programme that

aims to ensure that existing and

potential investors understand the

Group’s strategy and business.

• The Executive Directors make formal presentations on the half-year and full-year results which

aremade available to all existing and potential shareholders on the Group’s investor relations

website.

• The results presentations are followed by formal investor roadshows. There is also an ongoing

programme of meetings with investors, in response to both inbound and outbound requests. These

meetings cover topics including strategy, performance and sustainability matters, with care taken

to ensure that price-sensitive information is released to all shareholders at the same time.

• The Group held its first Capital Markets Event in October 2024.

• During FY25, the Executive Directors between them attended one-on-one shareholder meetings,

group meetings (including meetings hosted by equity research analysts) and investor conference

days. A combination of face-to-face and virtual meetings were held. A wide range of topics were

discussed, including strategy, business performance and capital allocation.

• The CFO liaises directly with analysts to obtain their feedback on investor sentiment. This includes

the eleven sell-side analysts that maintained research coverage and published financial estimates

relating to the Group as at 30 April 2025 (30 April 2024: eleven).

Non-executive engagement

The Chair, the SID and the

committee chairs directly engage

with shareholders where

appropriate.

• The Chair, the SID and the Chairs of the three permanent Board Committees are each available

for meetings with major shareholders to discuss matters related to their areas of responsibility. In

FY25 there were no matters requiring proactive consultation.

• Shareholders were consulted in 2023 on the 2023 Remuneration Policy. In 2026 a consultation will

take place with shareholders on the 2026 Remuneration Policy.

• In FY24 a consultation took place with shareholders on the 2024 external audit tender.

• All Directors attended the 2024 AGM to meet shareholders and answer any questions.

• In response to inbound requests, the Chair engaged face-to-face and virtually with several

shareholders on a variety of topics including governance and remuneration.

• Shareholders can provide information for sharing with the Board on particular topics or voting

policies via the Company Secretary.

Board oversight

The Board is kept informed of the

views and opinions of shareholders

and analysts.

• Directors receive investor relations updates from the CFO at each Board Meeting.

• The Company’s corporate brokers, J.P. Morgan Cazenove (JPM), attend several Board meetings

each year at which they provide insight on investor sentiment and feedback. In April 2025 the

Company appointed RBC Capital Markets as joint corporate brokers alongside JPM.

• The Board is provided with monthly share register analysis, market reports from the Company’s

corporate brokers and published equity research reports.

Division of responsibilities

There is a clear division between executive and non-executive responsibilities. The roles of Non-Executive Chair and CEO are not held by

the same person. The division of role responsibilities between the Non-Executive Chair and the CEO is set out in a written statement that has

been approved by the Board and can be accessed at www.moonpig.group.

Non-Executive Chair

• Leads the Board and is responsible for the overall effectiveness of Board governance.

• Sets the Board’s agenda, with emphasis on strategy, performance and value creation.

• Ensures good governance.

• Shapes the culture of the Board, promoting openness and debate.

• Ensures the Board receives the information necessary to fulfil their duties.

Chief Executive Officer

• Develops strategies, plans and objectives for proposing to the Board.

• Runs the Group on a day-to-day basis and implements the Board’s decisions.

• Provides leadership to the Executive Committee and Extended Leadership team.

• Leads the organisation to ensure the delivery of the strategy agreed by the Board.

Chief Financial Officer

• Provides strategic financial leadership of the Group, runs the finance function and works

alongside the CEO in the day-to-day running of the Group.

• Has operational responsibility for risk management.

• Ensures the Group remains appropriately funded and capital structure is effectively managed.

• Responsible for investor relations.

Senior Independent Non-

Executive Director

• Acts as a sounding board for the Non-Executive Chair.

• Available to shareholders if they require contact both generally and when the normal channels

of Non-Executive Chair, CEO or CFO are not appropriate.

• Leads the annual appraisal of the Non-Executive Chair’s performance and the search for a new

Chair, when necessary.

Non-Executive Directors

• Demonstrate independence and impartiality.

• Bring experience and special expertise to the Board.

• Constructively challenge the Executive Directors.

• Monitor the delivery of the strategy within the risk and control framework set by the Board.

• Monitor the integrity and effectiveness of the Group’s financial reporting, internal controls and

risk management systems.

Company Secretary

• Responsible for advising the Board and assisting the Non-Executive Chair in all corporate

governance matters.

Corporate governance statement continued

The Board’s Approach to Section 172

The Code requires the Board to understand the views of the Company’s key stakeholders and describe how their interests and the matters

set out in section 172 of the Companies Act 2006 (the “Act”) have been considered in Board discussions and decision-making. The Board’s

approach during FY25 to the matters set out in section 172 of the Act is summarised below. Our key stakeholder groups, the interests of these

key stakeholders and the Board’s approach to considering these interests are set out in the Strategic report on pages 22 to 24.

Section 172(1) of the Companies Act 2006 The Board’s approach

(a) Long-term decision-making

The Board maintains oversight of the

Group’s performance and reserves to itself

specific matters for approval, including the

strategic direction of the Group, M&A

activity and entering material contracts

above set thresholds.

• Agreed the Group’s strategy, which is set out on pages 18 to 19 of this Report.

• Reviewed the Group’s risk management framework (see pages 62 to 63) and considered

the Group’s principal risks (see pages 64 to 68).

• Approved the Group’s FY26 annual budget and three-year plan.

(b) Interests of employees

The success of the Group depends upon a

highly skilled and motivated workforce and

an entrepreneurial and innovative culture,

set within structures that provide fairness

for all.

• Reviewed the Group’s Diversity strategy, which includes targets for the representation of

women and ethnic minorities in our leadership.

• Approved an all-employee award under the Group’s SAYE Scheme.

• Received regular updates from the DNED on workforce engagement activities.

• Received updates on the results of employee engagement surveys.

with suppliers, customers and others

The Group works with a significant number

and variety of customers, suppliers,

providers and other third parties. It is of

great importance that relationships with

those parties are appropriate.

• Received presentations on specific business areas from members of the Executive

Committee. Discussion includes the impact of the Group’s activities upon customers,

suppliers and partners.

• Reviewed the customer NPS. Against the context of continued poor service by the

monopoly national postal service providers, the average for FY25 was maintained at 57

(FY24: 57).

• Considered and approved the Group’s Modern Slavery Statement.

• Discussed the impact on suppliers of the Group’s aim to obtain commitments to set net zero

reduction targets aligned with SBTi criteria from suppliers covering 67% of its Scope 3

emissions by 30 April 2030.

(d) Impact of operations on the

community and the environment

The Group seeks to ensure that it provides

a positive contribution to the communities

in which it operates and to the

environment.

• Reviewed and approved the Group’s revised Sustainability strategy, which includes goals

focused on environmental impact.

• Reviewed and approved the Group's Double Materiality Assessment of sustainability risks

and opportunities (see page 26).

(e) Maintaining high standards of

business conduct

The Board sets the Group’s purpose, values

and strategy and satisfies itself that these

are aligned with the Group’s culture. It

oversees the Group’s risk management

processes and internal control

environment.

• Operated a comprehensive corporate governance framework, which is summarised on

page 77.

• Complied with the 2018 Code in full throughout the year. Voluntarily complied with the

relevant provisions of the 2024 Code throughout the year, except for Provision 29, which is

not effective until the start of the Group’s financial year ending 30 April 2027. We intend to

comply with Provision 29 of the 2024 Code from its effective date and work is progressing

well to facilitate this.

• Approved a range of policies and procedures which promote corporate responsibility and

ethical behaviour.

• Appointed a new independent whistleblowing hotline provider during the year. The

whistleblowing policy on our website sets out how employees and third parties can make

areport.

• Completed online compliance training modules and received an update from the Group’s

legal advisers.

• Received regular updates on the Group's technology security resilience. No additional

training needs were identified during the Board’s annual evaluation.

• Received regular corporate governance updates and an update on culture and values.

(f) Acting fairly between members

The Board aims to understand the views of

shareholders and to always act in their

best interests.

• The CEO and CFO engaged with the Group’s shareholders through a mixture of emails,

video calls and face-to-face meetings.

• Engaged with shareholders through the Chair, Senior Independent Non-Executive Director

(SID) and Committee Chairs as appropriate.

• Attended the AGM, which is held near the Group’s London head office. We consider

central London, with its access to national and international travel networks, to be the most

convenient location for our shareholder base.

Composition, succession and evaluation

Board composition

The Board comprises seven Directors: The Non-Executive Chair (whom the Board considers was independent on appointment), two

Executive Directors and four Independent Non-Executive Directors.

The Company regards each of the Independent Non-Executive Directors as “independent” within the meaning of the Code and free from

any business or other relationship that could materially interfere with the exercise of their independent judgement. Accordingly, the

Company complies with the Code recommendation that at least half the Board, excluding the Chair, should be independent.

The Nomination Committee reviews the independence of the Non-Executive Directors annually and has confirmed to the Board that it

considers each of the Independent Non-Executive Directors to be independent and the Non-Executive Chair to have been independent on

appointment, in accordance with the Code.

Board and Committee membership

The membership of the Committees of the Board, Director tenure and attendance at scheduled Board and Committee meetings for FY25 are

set out in the table below:

Name

Date of appointment

to the Board

Tenure as at 30April2025

(years) Board meetings

Audit

Committee

meetings

Remuneration

Committee

meetings

Nomination

Committee

meetings

Kate Swann 10 January 2021 5 years 6 months

8/8

N/a N/a 2/2

Nickyl Raithatha 23 December 2020 4 years 4 months

8/8 N/a N/a N/a

Andy MacKinnon 23 December 2020 4 years 4 months

8/8 N/a N/a N/a

David Keens 10 January 2021 4 years 4 months 7/8

4/5

3,4

3/3 2/2

Niall Wass 10 January 2021 4 years 4 months 8/8 5/5 3/3 2/2

Susan Hooper 10 January 2021 4 years 4 months 8/8 5/5 3/3

2/2

ShanMae Teo 27 June 2022 2 year 10 months 8/8 5/5 3/3 2/2

Average tenure as at 30 April 2025 4 years 3 months

1 The composition of the Board and its Committees are shown as at 30 April 2025.

2 The following Board members previously served as Directors of the predecessor ultimate holding company, Kate Swann (since 23 October 2019), Nickyl Raithatha

(since12 September 2019) and Andy MacKinnon (since 12 September 2019).

3 Indicates Chair of Board or relevant Committee.

4 David Keens was unable to attend one Audit Committee meeting and one Board meeting due to illness. In his absence, ShanMae Teo chaired that meeting of the

AuditCommittee. David received the Committee and Board papers and was able to provide his comments in advance of the meetings.

5 During the year, the Committee held four scheduled meetings and one ad hoc meeting to approve the appointment of the new internal audit lead partner.

6 The Disclosure Committee has been omitted from the above table as it meets only ad hoc, rather than on a scheduled basis.

Ad hoc conference calls and Committee meetings were also convened to deal with specific matters which required attention between

scheduled meetings.

Board performance review

During the year the Board completed an internally facilitated performance review of the Board, its Committees, the Chair and the individual

Directors. The review was led by the Senior Independent Non-Executive Director (SID), with assistance from the Company Secretary. The

review took the form of online questionnaires that were completed by the Directors. The questions covered strategy, purpose and culture,

the Board’s role and composition, Board effectiveness, risk management, accountability, relationships with stakeholders, behaviours of the

Board as a whole and of the individual Directors and the operation of each of the Board’s Committees. The SID then conducted individual

interviews with each of the Directors, excluding the Chair, to assess the Chair’s performance and that of the Board as a whole. Following

those interviews the SID provided feedback to the Chair on her performance. The questionnaires and interview responses were collated on

an unattributed basis and summaries presented to the appropriate Committees and to the Board for discussion.

The results of the performance review show that the Board continues to be highly rated overall by its members. The table below provides an

update on the priorities for improvement that were identified in the FY24 performance review:

Forum Development area Update as at 30 April 2025

Board Strategy The Board's oversight of strategy was very highly rated. The focus in FY25 has been to

continue to provide oversight and challenge to management on the execution of the

Group's strategy.

Remuneration Committee Remuneration The Remuneration Committee has monitored the operation of the 2023 Remuneration

Policy that was approved by shareholders at the 2023 AGM and considers that it

continues to operate as intended. This will continue to be a focus area in FY26 and into

early FY27 asthe next remuneration policy will be brought to shareholders for approval

at the 2026AGM.

Corporate governance statement continued

The following priorities to improve the Board's performance and the value it adds to the business were identified through this year’s

performance review:

Forum Development area Focus for the year ahead

Board Growth The Board will monitor the Company's delivery against its growth priorities, ensuring

alignment with shareholder interests.

Audit Committee Technology security Technology security is a topic at each Audit Committee meeting. The Committee will

provide oversight of technology security governance, reviewing and challenging

management's approach to identifying, mitigating and managing technology

securityrisks.

Audit Committee Provision 29

preparedness

The Committee will oversee and assess management's execution of plans to ensure

compliance with Provision 29, including the adequacy of resources and timelines.

Nomination Committee Succession planning The Committee will commence implementation of its succession plans for the Non-

Executive Directors appointed at IPO.

The annual performance review of the Board’s performance included an assessment of the Chair’s commitment to her role. The Board

determined that the Chair’s appointment as Chair of the Moonpig Group is not subservient to her other interests. Her diary management

and time management of Moonpig Group Board meetings is exemplary and she has recorded 100% attendance at all Board and

Committee meetings. The Chair is available at all times outside of scheduled Company meetings and she engages with the Executive

Directors and wider management on a regular and frequent basis. The Board therefore concludes that the Chair continues to devote

sufficient time to meet her Board and Nomination Committee responsibilities and continues to demonstrate commitment to her role.

The time commitments of the other Directors were also assessed and considered as part of the review process and the Board concluded

that each of the Non-Executive Directors also continue to devote sufficient time to meet their Board and Committee responsibilities and

continue todemonstrate commitment to their respective roles. Following the review, it was agreed that no changes to the Board’s

composition are currently required, although, as noted below, it is intended that the Nomination Committee will, at the appropriate time,

implement succession plans for the Non-Executive Directors appointed at IPO. The outcomes of the review and the composition of the Board

and its Committees will be taken into consideration as part of the Board succession planning process.

The Board currently intends that the next annual performance review will be internally-facilitated. It is anticipated that the evaluation for

FY27 will then be externally-facilitated in compliance with the 2024 Code recommendation that an externally-facilitated evaluation takes

place at least every three years.

Operation of the Board

Board activities in FY25

The Board makes decisions in order to ensure the long-term success of the Group whilst taking into consideration the interests of wider

stakeholders as required under section 172 of the Act. Board meetings are one of the mechanisms through which the Board discharges this

duty. Further information about the Board’s approach to section 172 is set out earlier in this section and further information on stakeholder

engagement is included on pages 22 to 24.

The following table sets out some of the Board’s key activities during FY25:

Strategy and

operations

• Held a Board strategy review day at which the Group’s strategy and the risks to that strategy were

discussed.

• Reviewed strategic and operational performance at each Board meeting.

People and culture

• Received feedback from employee engagement surveys.

• Approved the updated Board Diversity Policy.

• Considered the Group’s culture and values.

• The DNED and other Non-Executive Directors met directly with employees throughout the year.

• The CEO and CFO attend “Group All Hands” meetings with employees.

Financial

• Reviewed trading updates and financial performance against budget.

• Approved the FY26 annual budget and three-year plan.

• Approved the Group’s trading updates, half year and full year results announcements.

• Approved audited financial statements for the year ended 30 April 2024.

• Approved the Company’s new dividend policy and approved payment of the Company’s first

interimdividend.

• Approved the Company’s share repurchase programme.

Governance

• Reviewed the Group’s compliance with the UK Corporate Governance Code 2018 and arrangements

forimplementation of the 2024 Code, which, with the exception of Provision 29 (see below), applies

from FY26.

• Received updates on work being taken to ensure compliance with Provision 29 of the 2024 Code

(whichdeals with the effectiveness of the Company’s risk management and internal control framework)

from FY27.

• Agreed the annual programme of business for the Board and each of the Committees.

• Undertook an internally-facilitated evaluation of the Board, its Committees and the Chair’s and

individual Directors’ performance and time commitments.

• Reviewed the Committees’ Terms of Reference.

• Reviewed the internal systems of control.

• Received regular updates from the Company Secretary on governance matters.

• Received an update from the Group’s legal advisers.

Risk management

• Reviewed principal and emerging risks.

• Reviewed the Group’s sustainability risk register.

Investors and other

stakeholders

• Received reports and updates on investor relations activities.

• Reviewed the Group’s Sustainability strategy and progress to date in delivery against it.

• The CEO and CFO met regularly with existing and potential investors as part of a defined investor

relations programme, as set out on page 81.

• The Chair, CEO, CFO and members of the Executive Committee met with existing and potential investors

and analysts at the Company’s first Capital Markets Event.

• The Chair directly engaged with shareholders as set out on page 81.

• All Directors attended the AGM and were available to shareholders at that meeting.

• Appointed a joint corporate broker.

Corporate governance statement continued

Advice for Directors

All Directors have the right to have any concerns about the operation of the Board recorded in the minutes. All Directors may seek

independent professional advice in connection with their roles as Directors at the expense of the Company and have access to the advice

and services of the Company Secretary.

Election and re-election

The Company’s Articles of Association (Articles) specify that a Director appointed by the Board must stand for election at the first AGM after

such appointment and at each AGM thereafter every Director shall retire from office and seek re-election by shareholders. This is in line with

the Code, which recommends that Directors should be subject to annual re-election. All Directors will offer themselves for re-election at the

2024 AGM.

Appointment, removal and tenure

The rules relating to the appointment and removal of Directors are set out in the Company’s Articles.

Non-Executive Directors are appointed for a term of three years, subject to earlier termination, including provision for early termination by

either the Company or by the individual on three months’ notice. All Non-Executive Directors serve based on letters of appointment, which

are available for inspection at the Company’s registered office and at the AGM.

Board succession planning for Non-Executive Directors will be a focus for the Nomination Committee in FY26 and beyond to ensure an

orderly rotation of Directors appointed at IPO (see page 98 for further information). There are both contingency and long-term succession

plans in place for the Executive Directors and for the Executive Committee, which are regularly reviewed by the Nomination Committee.

Conflicts of interest

In accordance with the Company’s Articles, the Board has a formal system in place for Directors to declare conflicts of interest and for such

conflicts to be considered for authorisation. The register of Directors’ external appointments is reviewed at each Board meeting. Any

external appointments or other significant commitments of the Directors require the prior approval of the Board. The Board is comfortable

that the external appointments of the Chair and the Independent Non-Executive Directors do not create any conflict of interest and believes

that this experience enhances the capability of the Board. None of the Executive Directors have any external directorships as at the date of

this report.

The Board considers new external appointments in advance to determine that there are no conflicts of interest and that the Director would

continue to have sufficient time to devote to his or her role with the Group. The only new appointments during the year were Niall Wass’s

appointment as Chair of Veezu and Chair of Much Better Adventures, both of which the Board considered would have no impact on Niall's

ability to fulfil his role at Moonpig Group.

In December 2024 Susan Hooper stepped down as Chair of Tangle Teezer and Niall Wass stepped down as a Non-Executive Director of

Koru Kids.

All Non-Executive Directors are required to devote sufficient time to meet their Board responsibilities and demonstrate commitment to their

role. The time commitment of each Non-Executive Director was considered prior to their appointment to determine that it was appropriate.

The letters of appointment for each Non-Executive Director specify the time commitment expected of them and contain an undertaking that

they will have sufficient time to meet the expectations of their role.

The time commitment of the Chair and of each Non-Executive Director is reviewed as part of the annual Board performance evaluation and

this year’s evaluation concluded that they each continued to devote sufficient time to their role. No instances of overboarding were

identified.

Audit, risk and internal control

The Board accepts responsibility for determining the nature and extent of the significant risks it is willing to take in achieving its strategic

objectives and monitors and reviews the effectiveness of the Company’s risk management and internal control systems. Further information

isset out in the Audit Committee report and in the risk management section of the Strategic report.

On 1 April 2025, the Audit Committee completed its annual reassessment of risk management and internal control systems and this was

considered in detail and approved by the Board.

Remuneration

The Directors’ remuneration report describes the policies and practices in place to ensure that the Group’s leadership is motivated to deliver

long-term sustained growth. The work of the Remuneration Committee is also described in the Directors’ remuneration report, which is set

out later in this Governance section on pages 101 to 119.

Kate Swann

Chair

25 June 2025

The Audit Committee has monitored the integrity

offinancial reporting, internal controls and the

effectiveness of the internal and external auditors.

Overview

• The Audit Committee (Committee) comprises four

Independent Non-Executive Directors.

• David Keens and ShanMae Teo are considered by

theBoard to have recent and relevant financial and

accounting experience. All members have relevant

commercial and operating experience.

• Five meetings

were held during the year.

• The CFO, other Directors, members of management,

theinternal auditors and the external auditors attend

meetings by invitation.

• The Committee members hold closed sessions with

theexternal auditors and the internal auditors.

Main Committee activities during FY25

• Approved the financial statements for the year ended

30April 2024.

• Reviewed key areas of financial judgement and ensured

consistency of approach has been applied.

• Approved the external audit plan and fee and reviewed

the effectiveness of PricewaterhouseCoopers LLP as

external auditors.

• Oversaw the transition between the outgoing and

incomingSenior Statutory Auditor, including shadowing

arrangements during the FY25 audit.

• Approved the internal audit plan and reviewed the

effectiveness of KPMG LLP as internal auditors.

• Oversaw the selection and appointment of a new lead

internal audit partner following the retirement of the

incumbent.

• Assisted the Board in its review of the effectiveness of

theGroup’s risk management framework, including

theconsistency of application across Moonpig, Greetz

andExperiences.

• Reviewed the Group’s evaluation of principal and

emergingrisks and uncertainties.

• Reviewed the Committee’s performance, its composition

andTerms of Reference.

Committee focus areas for FY26

• Approve the financial statements for the year ended

30April 2025.

• Discuss key areas of financial judgement and estimates

used by management.

• Assist the Board in its review of the effectiveness of the

Group’s risk management and internal control systems.

• Review the principal and emerging risks identified by

management and the mitigating actions taken.

• Review the performance of the external auditors.

• Review the performance of the internal auditors and

monitor progress against the internal audit plan.

• Review the progress made on implementation of full

compliance with Provision 29 of the UK Corporate

Governance Code 2024.

Committee member

Meetings

attended

David Keens (Chair of the Committee and Senior

Independent NED) 4/5

Susan Hooper (Independent NED) 5/5

Niall Wass (Independent NED) 5/5

ShanMae Teo (Independent NED) 5/5

For more information on the Committee’s Terms of Reference

visit www.moonpig.group.

Audit Committee report

1 During the year, the Committee held four scheduled meetings and one ad hoc

meeting to approve the appointment of the new internal audit lead partner.

2 David Keens was unable to attend one meeting due to illness, with ShanMae

Teo appointed as Chair in his absence.

Dear shareholders,

I am pleased to present the Audit Committee’s report for the year

ended 30 April 2025. This summarises the Committee’s key activities

during the year and highlights the work we have undertaken in

support of the Board’s responsibilities, including our role in

reviewing this Annual Report.

The Committee comprises the four Independent Non-Executive

Directors: David Keens, Susan Hooper, Niall Wass and ShanMae

Teo. Collectively, the Committee brings a wide range of commercial

and operational experience, with David Keens and ShanMae Teo

also meeting the requirement for at least one member to have

recent and relevant financial experience. Biographies of all

members are set out on pages 74 to 75.

Our internal audit function is outsourced to KPMG LLP, which

continues to provide specialist support through a risk-based rolling

review programme. During the year, the Committee oversaw the

selection and appointment of a new lead internal audit partner from

KPMG LLP following the retirement of the incumbent. The Committee

considered whether to re-tender the internal audit engagement but

concluded that doing so would not in the best interests of the Group

at this time, given assurance programmes underway.

Both KPMG LLP and the Group’s external auditors,

PricewaterhouseCoopers LLP, attended all four scheduled

Committee meetings held during the year

. The Chair of the Board,

the CFO and members of management attended by invitation.

The Committee’s responsibilities include monitoring the integrity

ofthe Group’s financial reporting, the effectiveness of the risk

management and internal control framework and the

independence, objectivity and effectiveness of both the external

auditors and internal auditors. During FY25, we placed particular

focus on the oversight of:

• The assumptions and methodology applied by management

inassessing the carrying value of Experiences goodwill.

• The Group's double materiality assessment of sustainability risks

and opportunities.

• The internal audit programme, which in FY25 focused on

technology security and assurance over the Group's ongoing

implementation of a risk management framework for compliance

with Provision 29 of the Corporate Governance Code 2024.

We reviewed the content of this Annual Report and are satisfied

that it is fair, balanced and understandable.

Whilst this Audit Committee report contains some of the matters

addressed during the year, it should be read in conjunction with the

external auditors’ report starting on page 124 and the Moonpig

Group plc financial statements in general.

FY25 marked the fifth and final year in which Christopher Richmond

has acted as external audit partner. On behalf of the Committee, I

would like to thank Christopher for his work over this period and for

the professional challenge and insight he has consistently brought

to theaudit.

We completed an external audit tender last year, which resulted in

the reappointment of PricewaterhouseCoopers LLP with Kate Birch-

Evans named as the incoming lead audit partner. Kate has been

involved in planning and shadowing activities throughout the FY25

audit to support a smooth transition and build familiarity of the

Group’s operations and key audit risks. The Committee is confident

that this will maintain high standards of audit quality and

independence. Shareholders will vote at the 2025 AGM on the

Board's recommendation to reappoint PricewaterhouseCoopers LLP

as the Group's external auditors for FY26.

1 In addition to the four scheduled Committee meetings, one ad hoc meeting was held to approve the appointment of a new lead internal audit partner.

This meeting was not attended by the internal auditors or external auditors due to its nature.

Financial reporting

The primary role of the Committee in relation to financial reporting is to review and monitor the integrity of the financial statements,

including annual and half-year reports and any other formal announcement relating to the Group’s financial performance.

The Committee assessed the accounting principles and policies adopted in the Group's FY25 financial statements and whether

management had made appropriate estimates and judgements. In doing so, the Committee discussed management reports and enquired

into judgements made. The Committee reviewed the reports prepared by the external auditors on the FY25 Annual Report.

The Committee, together with management, identified the significant areas of financial statement risk and judgement described below.

Assessment of impairment

At 30 April 2024, the Group performed its annual test for

impairment of goodwill relating to the Experiences CGU.

The sensitivity analysis conducted at that time led the

Directors to identify the impairment assessment as a

major source of estimation uncertainty that had a

significant risk of resulting in a material adjustment to the

carrying amount during FY25. Further detail is provided

on pages 149–150 of the Group's FY24 Annual Report

and Accounts.

During FY25, trading performance at the Experiences

CGU was identified as an indication ofpotential

impairment. In response, the Group reassessed the value

in use of the CGU. This assessment determined that the

carrying amount of Experiences goodwill exceeded its

recoverable amount and, an impairment charge of

£56.7m was recognised in the consolidated income

statement.

Separately, the Company assessed the carrying value of

its investment in subsidiaries, as presented in the

Company financial statements as at 30April2025. This

was on the basis that the carrying amount of the

investment exceeded the Company’s market

capitalisation.

The assessment of impairment involves estimation of

several key inputs, including the growth rates applied to

cash flows, the discount rate and the determination of

the duration of the projections period prior to applying a

perpetuity growth rate. Judgement is also required to

determine appropriate sensitivity scenarios that capture

plausible changes in these key assumptions.

With respect to both goodwill recognised in the consolidated financial

statements relating to the Experiences CGU and the carrying amount of

investments in the parent company financial statements, the Committee:

• Reviewed the growth assumptions applied within the value in use models

and was satisfied that the pre-perpetuity growth rates were reasonable and

supportable, taking into account third-party estimates of online market

growth and investment to date in technology and data platforms.

• Considered the sensitivity analysis performed by management and on this

basis agreed with the Directors that the assessment of impairment remains a

major source of estimation uncertainty that has a significant risk of resulting

in a material adjustment to the carrying amount within the year ending

30April2026 under paragraph 125 of IAS 1.

• Confirmed that the Group and Company have disclosed all key assumptions

used in the value in use calculations, along with the quantified impact of a

reasonably possible change in each of those assumptions.

In respect of the carrying amount of the Parent Company investment, the

Committee considered whether the Group’s market capitalisation of £767.8m

as at 30 April 2025 – being lower than the Company’s net assets of £870.4m

and the carrying value ofthe investment in subsidiaries of £845.5m –

constitutes evidence of impairment. The Committee concurred with

management's view that a listed company’s share price does not necessarily

correlate with the recoverable amount of its investments in subsidiaries,

particularly where those investments are held as long-term, strategic interests.

Experiences merchant accrual

Measurement of the Experiences segment

merchantaccrual requires estimation of the expected

future amounts that will become payableto merchant

providers.

The Committee reviewed the estimates of future payments to merchant

providers prepared by management and was satisfied that these were

consistent both with the actual commission rates relating to experience deals

sold and with the trend in actual rates of redemption by recipients.

Description of significant area Audit Committee action

Audit Committee report continued

Capitalised development costs

The amount of employee costs that the Group capitalises

as internally generated intangible assets is significant and

amortises annually.

Management makes estimates and judgements when

assessing whether development costs incurred meet the

criteria for capitalisation under IAS 38 Intangible Assets.

The Committee reviewed the Group’s capitalisation policies, which remain

unchanged year-on-year and is satisfied that these are appropriate and in

accordance with accounting standards.

The Committee considered the procedures and controls in place for capitalised

development costs, including those relating to capitalisation of employee

benefits and assessing the carrying amounts and remaining useful economic

lives of previously capitalised intangible assets. The Committee is satisfied

thatthese controls are appropriate and have been consistently applied year-

on-year.

Going concern and viability statement

The Directors must satisfy themselves as to the Group's

viability and confirm that they have a reasonable

expectation that it will continue to operate and meet its

liabilities as they fall due.

The period over which the Directors have determined it is

appropriate to assess the prospects of the Group has

been defined as three years. In addition, the Directors

must consider if the going concern assumption is

appropriate.

The Committee reviewed management's analysis supporting the Group’s going

concern assessment and viability statement. This included an evaluation of the

Group's medium-term financial plan and associated cash flow forecasts

extending to April 2028. The Committee discussed with management the

appropriateness of the three-year assessment period used in the viability

statement and concluded that it remains suitable given the Group’s planning

and investment horizon.

Scenarios covering events that could adversely impact the Group were

considered and the Committee concluded that these are appropriately aligned

to the Group's principal risks and uncertainties as disclosed on pages 64 to 68.

The Committee confirmed that these scenarios took into account developments

during the year, including the revised value in use calculations for the

Experiences CGU, the Group’s revised capital allocation policy and the

completion of quantified scenario analysis for climate-related risks in line with

the recommendations of TCFD.

The feasibility of mitigating actions and the potential speed of implementation

were critically assessed by the Committee to test the credibility of

management’s conclusions.

On this basis, the Committee confirmed that it agreed with management’s

conclusion that the going concern basis of accounting remains appropriate.

The Committee was also satisfied as to the Group's viability over the

assessment period and that the associated disclosures in the financial

statements are fair, balanced and understandable.

Alternative Performance Measures

The Annual Report includes reference to

AlternativePerformance Measures (APMs), including

Adjusted EBIT and Adjusted PBT, which the Directors

consider provide useful financial information in addition

toIFRS measures. Determining which items should be

classified as Adjusting Items involves the exercise of

judgement.

The Committee reviewed the definition of Adjusting Items and the disclosures

around APMs to satisfy itself that these are appropriate, including whether

definitions are clear, whether there is a clear reconciliation to IFRS measures

and ensured balanced prominence of APMs and IFRS measures taken across

the Annual Report as a whole.

The Committee also reviewed the introduction of Free Cash Flow as an

Alternative Performance Measure. It was satisfied that it is clearly defined,

appropriately reconciled to IFRS measures within the Annual Report and

provides useful supplementary information for shareholders on the Group's

cash generation.

Description of significant area Audit Committee action

Fair, balanced and understandable

At the request of the Board, the Committee has reviewed the content of the FY25 Annual Report and considered whether, taken as a whole,

in its opinion it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position,

performance, business model and strategy. The Committee was provided with an early draft of the Annual Report and provided feedback

on areas where further clarity or information was required to provide a complete picture of the Group’s performance. The final draft was

presented to the Committee for review before being recommended for approval by the Board. When forming its opinion, the Committee

reflected on discussions held during the year and reports received from the internal auditors and external auditors and considered the

following:

Key considerations

Is the report fair?

• Is a complete picture presented and has any sensitive material been omitted that should have been

included?

• Are key messages in the narrative aligned with the KPIs and are they reflected in the financial reporting?

• Are the revenue streams described in the narrative consistent with those used for financial reporting in the

financial statements?

Is the report

balanced?

• Is there a good level of consistency between the reports in the front and the reporting in the back of the

Annual Report?

• Do you get the same messages when reading the front end and the back end independently?

• Is there an appropriate balance between statutory and adjusted measures and are any adjustments

explained clearly with appropriate prominence?

• Are the key judgements referred to in the narrative reporting and significant issues reported in the Report of

the Audit Committee consistent with disclosures of key estimation uncertainties and critical judgements set out

in the financial statements?

• How do these disclosures compare with the risks that PricewaterhouseCoopers LLP include in their report?

Is the report

understandable?

• Is there a clear and cohesive framework for the Annual Report?

• Are the important messages highlighted and appropriately themed throughout the document?

• Is the report written in accessible language and are the messages clearly drawn out?

Following the Committee’s review, the Directors confirmed that, in their opinion, the FY25 Annual Report, taken as a whole, is fair, balanced

and understandable and provides the information necessary for shareholders to assess the Group’s position, performance, business model

and strategy.

Risk management and internal control

The Committee’s responsibilities include assisting the Board in its oversight of risk management. This includes:

• Overall risk appetite, tolerance, strategy and culture.

• Current risk exposures and future risk strategy.

• Risks related to climate change and transition to a low-carbon economy, in accordance with TCFD.

• Reviewing annually the effectiveness of the Group’s internal control framework.

• Reviewing reports from the external and internal auditors on any issues identified in the course of their work and ensuring that there are

appropriate responses from management.

• Compliance with relevant legal and regulatory requirements.

In March 2025, the Committee conducted its annual review of the effectiveness of the Group’s risk management and internal control

systems, to support the Board in doing the same. The Committee received a report from management outlining their assessment of risk

management and internal controls, which they discussed with both the internal and external auditors.

The Committee’s review was informed by their ongoing oversight of risk management and internal control throughout the year. This included

the review of reports on internal and external audit, whistleblowing and improvements to risk management systems, as well as discussions

with the internal and external auditors (including closed sessions where management are not present). It also included consideration of the

impact of significant changes that occurred during the year (which are summarised in the risk management section of the strategic report

on pages 62 to 69). The Committee’s oversight of risk management and internal control informed decisions on the internal audit programme

for the upcoming year.

Audit Committee report continued

The Committee concluded that the Group has effective risk management and internal control systems in place for financial reporting and

the preparation of consolidated accounts in line with the FRC’s current guidance. These systems include policies and procedures to

maintain adequate accounting records, accurately and fairly record transactions and permit the preparation of financial statements in

accordance with IFRS. No significant failings or weaknesses were identified in the year. These systems have been in place throughout the

financial year and up to the date of this report. Management ensures that systems are maintained and appropriate enhancements are

introduced in a timely manner, taking into account the findings of third line assurance performed by the outsourced internal auditors.

The Group’s internal control systems include the elements described below.

Element Approach and basis for assurance

Risk management

Risk management is the responsibility of the full Board. Day-to-day management of risks resides with the

Executive Committee and is documented in a risk register. A review and update of the risk register is undertaken

twice a year and reviewed by the Audit Committee, which makes recommendations to the Board.

Financial reporting

Group consolidation is performed monthly with a month-end pack produced that includes an income statement,

balance sheet, cash flow and supporting analysis. The month-end pack also includes KPIs, which are reviewed

each month by the Executive Committee and the Board. Results are compared against the budget, or the latest

forecast and narrative is provided by management to explain significant variances.

Budgeting and

reforecasting

An annual budget is produced and monthly results are reported against this. Forecasts are also produced,

typically on a quarterly basis, to identify management’s latest expectations for how the Group will perform over

the balance of the year versus the original budget. The budget is prepared using a bottom-up approach,

informed by a high-level assessment of the external environment. Reviews are performed by the Executive

Committee, the Executive Directors and by the Board. The budget is approved by the Board.

Delegation of

authority and

approval limits

A documented structure of delegated authorities and approval for transactions is maintained. This is reviewed

regularly by management to ensure it remains appropriate for the business and approved annually by the

Board.

Segregation of

duties

Procedures are defined to segregate duties across significant transaction cycles, including purchase-to-pay,

order-to-cash and hire-to-retire. Key reconciliations are prepared and reviewed monthly to ensure accurate

reporting.

The Group does not currently meet the requirements of Provision 29 of the UK Corporate Governance Code 2024, which will introduce a

requirement for a formal declaration on the effectiveness of material internal controls. Compliance with this provision will necessitate the

implementation of a structured internal control framework. The first reporting date for which Provision 29 will apply for Moonpig Group will

be 30 April 2027. The FRC has stated that the effective date is intended to provide companies with sufficient time to implement the new

arrangements. Management has already commenced work to implement an internal control framework and there is a formal roadmap in

place, which sets out specific actions, timelines and measurable outcomes, with a view to meeting the new requirements ahead of FY27.

Internal audit

During the year, the Committee reviewed the effectiveness of the arrangement whereby KPMG LLP operates the Group’s outsourced internal

audit function. The Committee confirmed that the current model remains appropriate, provides good value compared to operating an in-

house internal audit function and provides access to specialised expertise relevant to functional business areas. The Committee formally

reviews KPMG LLP’s performance as internal auditors annually.

In March 2025, the lead partner responsible for the outsourced internal audit function retired from KPMG LLP. In the light of this change, the

Committee considered whether to re-tender the internal audit engagement and concluded that doing so would not be in the best interests

of the Group at this time, in view of the ongoing programmes of assurance work. Instead, the Group undertook a selection process to

appoint a new lead partner from a panel of proposed alternatives put forward by KPMG LLP. This process involved the Audit Committee

Chair, the CFO and the Director of Group Finance. Following the evaluation of the proposed alternatives, a preferred nominee was

recommended to, and subsequently approved by, the Audit Committee. The Committee is satisfied that the transition was managed

effectively and that it has not compromised the independence or objectivity of the internal audit function.

KPMG LLP is accountable to the Committee and uses a risk-based approach to provide independent assurance over the adequacy and

effectiveness of the Group’s control environment. During the year, the Committee met with representatives from KPMG LLP without

management present and with management without representatives of KPMG LLP present, to ensure that there were no issues in the

relationship between management and the internal auditors which it should address. There were none.

During FY25, the internal audit programme focused on assurance over the Group’s technology security posture and over the Group’s

implementation of an internal control framework consistent with the requirements of Provision 29 of the 2024 Code.

For FY26, the internal audit programme will continue to provide assurance on the development of the internal control framework. It will also

include reviews of IT disaster recovery, the Group’s operational business recovery plans and the Group’s data protection posture.

External auditors

Oversight of the external auditors and audit

The Committee is responsible for overseeing and assessing the entity’s external audit and its auditors, including reviewing the effectiveness

of the external audit process (taking into consideration relevant UK professional and regulatory requirements) and reviewing and

monitoring the external auditors’ independence and objectivity. It is responsible for making recommendations to the Board about the

appointment, reappointment and removal of the external auditors and approving their remuneration and terms of engagement.

Effective oversight throughout the year is achieved through the external auditors’ attendance and participation at each of the four

scheduled Committee meetings and through one-on-one meetings with the Audit Committee Chair.

At each main Committee meeting, the Committee met with representatives from PricewaterhouseCoopers LLP without management present

and with management without representatives of PricewaterhouseCoopers LLP present, to ensure that there were no issues in the

relationship between management and the external auditors which it should address. There were none. The Committee is satisfied that the

external auditors have regular, open communication with both the Audit Committee and management and that the external auditors have

full access to management and records. The Committee works to create a culture which recognises the work of, and encourages challenge

by, theauditors.

The Committee engages with shareholders on the scope of the external audit where appropriate, however no circumstances requiring such

engagement arose during the year. The Committee invited challenge by the external auditors and (based on its assessment of significant

areas of financial statement risk and judgement) asked the external auditors to consider two financial reporting items in FY25; the

accounting, assumptions and sensitivity disclosures in relation to the carrying value of Experiences CGU goodwill and the measurement of

theExperiences merchant accrual. The external auditors disclosed specific narrative on these areas in terms of their testing strategy and

conclusions in their audit report.

The Committee reviewed the external auditors’ findings in respect of the audit of the financial statements for the year ended 30 April 2025,

discussed these with the external auditors and gave due consideration to the points raised. The Committee concluded that it was

appropriate to make no changes to the financial statements in response.

Effectiveness of the external audit process

The Committee reviews the performance of the external auditors annually, to assess audit quality and to identify areas for improvement.

Consistent with previous years, the review carried out during FY25 (relating to the audit of the financial statements for FY24) was structured

around the FRC’s Audit Quality Practice Aid for Audit Committees 2019 and therefore included consideration of the external auditors’ mind-

set and culture, skills, character and knowledge, quality control and judgement. As part of its enquiries, the Committee considered evidence

which included:

• A written paper setting out management's assessment of the external auditors' effectiveness, capturing the perspectives of key people

involved in the audit process, supported by discussion with the Committee during the meeting at which effectiveness is assessed.

• Enquiries made by the Committee Chair with senior management at PricewaterhouseCoopers LLP as to the performance of Christopher

Richmond, the Senior Statutory Auditor.

• Instances where the external auditors had challenged management’s assumptions relating to the financial statements for FY24. This

included challenge relating to the key assumptions in the value in use (VIU) model for assessing the carrying value of Experiences CGU

goodwill and of the Parent Company investment in subsidiary, which resulted in additional sensitivity disclosures.

• Consideration of the external auditors’ reports to the Audit Committee. The Committee confirmed that these were based on a good

understanding of the Group’s business and clearly set out whether recommendations had been acted upon and, if not, the reasons why

they had not been acted upon.

• Consideration of the annual audit plan, which the Committee considered to have been met. The Committee confirmed that the volume,

seniority and specialisms of resource envisaged in the annual audit plan had been deployed. The Committee reviewed subsequent

changes to the approved audit plan, which comprised refinement to the external auditors’ risk assessment and confirmed that it

considered these to be appropriate.

• How the external auditors responded to the Committee’s previous assessments. It was observed that the external auditors had made

positive changes to the structure and resourcing of their team in response to previous feedback.

• Understanding the risks to audit quality identified by the auditors and how these have been addressed, as well as discussing the network

level controls the auditor relied upon to address these risks to audit quality.

• Consideration of the FRC’s PricewaterhouseCoopers LLP Audit Quality Inspection and Supervision Report 2024.

• PricewaterhouseCoopers LLP’s own assessment of the quality of the audit, and its quality assurance systems more broadly, as set out in

its FY25 audit planning document.

The Committee concluded that the quality, delivery and execution of the external audit continued to be of a high standard and consistent

with that of prior years and therefore the review concluded that the external auditors remained effective.

The Committee reported to the Board on how it has discharged its responsibilities with respect to the external audit.

Audit Committee report continued

Independence and objectivity

The Committee is satisfied with the independence of PricewaterhouseCoopers LLP as external auditors. The Committee reviewed an

assessment performed by management and agreed with the conclusion that no independence issues exist. The assessment was aligned to

the FRC’s Revised Ethical Standard 2024 (the “Ethical Standard”), covering financial, business, employment and personal relationships,

audit fees, non-audit services and the length of audit tenure.

FY25 marked the fifth consecutive year in which Christopher Richmond has signed the auditors’ report and, in accordance with the FRC’s

Ethical Standard, it will therefore be his final year acting as the Senior Statutory Auditor for the Group. Following the conclusion of the

external audit tender in FY24, the Committee recommended the appointment of Kate Birch-Evans as the incoming Senior Statutory Auditor,

effective from the FY26 audit. The incoming Senior Statutory Auditor has been involved in planning and shadowing activities during the

FY25 audit to ensure familiarity with the Group’s operations and key audit risks. The Committee is satisfied that these arrangements will

support continuity and maintain high audit quality.

The external auditors are primarily engaged to carry out statutory audit work. There may be other services where the external auditors are

the most suitable supplier by reference to their skills and experience. The Committee ensures that the external auditors’ independence and

objectivity are safeguarded through the application of the following policy for non-audit related services:

Service Policy

Audit-related services

For example, the review of half-year financial

statements and reports to regulators.

The half-year review, an audit-related assurance service, is approved as part of the

Committee’s approval of the external audit plan.

All permitted non-audit services require approval in advance by either the Audit

Committee Chair, the Audit Committee, or the Board, subject to the cap of 70% of the fees

paid for the audit in the last three consecutive financial years.

Permissible services

Permissible services are detailed in the FRC’s

whitelist of Permitted Audit-Related and Non-

Audit Services. Any Audit-Related Service or

Non-Audit Service which is not onthe list

cannot be provided by the external auditors.

Permissible in accordance with FRC Revised Ethical Standard 2024.

This policy is consistent with the Ethical Standard. There were no matters relating to non-audit related services in respect of which the

Committee identified a need to report to the Board on improvements or action required.

During the year, PricewaterhouseCoopers LLP charged the Group £122,000 for audit-related assurance services, relating to the H1 FY25

half-year review and £1,000 in relation to non-audit related services provided during the year for access to technical accounting materials.

PricewaterhouseCoopers LLP has complied with requirements for the rotation of the audit partner and senior staff, has confirmed

compliance of its staff and partners with its internal policies and processes around independence, including that no partners or staff held

financial interests in the Group and has provided confirmation of independence to the Committee. The Group has not employed members

of the audit team or partners of the firm.

Minimum Standard

In May 2023, the FRC published Audit Committees and the External Audit: Minimum Standard (Minimum Standard), which operates on a

“comply or explain” basis for FTSE 350 companies. The Committee has performed a review of its activities in the last twelve months against

the requirements of the Minimum Standard, based on which the Committee has concluded that it has complied with the Minimum Standard

in FY25.

The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee Responsibilities) Order 2014 (the “Order”)

As a FTSE 350 constituent, the Group is required to comply with the Order. The Group has completed a competitive tender process for the

external audit for FY26 and is therefore compliant with the provisions of the Order. The Company confirms that it intends to tender the

external audit at least every ten years and will therefore next put the external audit to tender no later than for the audit of the year ending

30April 2036.

Approved by the Audit Committee and signed on its behalf by the Committee Chair.

David Keens

Chair of the Audit Committee

25 June 2025

The Nomination Committee has

clearplans in place for the Non-Executive

succession cycle.

Overview

• The Nomination Committee (Committee) comprises the

Chair of the Board and the four Independent Non-

Executive Directors.

• All members have relevant commercial and operating

experience.

• Two meetings were held during the year.

• Meetings are attended by the CEO, CFO and other

relevant attendees by invitation.

Main Committee activities during FY25

• Performed an internally-facilitated annual performance

review of the Board and its Committees.

• Acted on the findings of the Board evaluation conducted

inFY24.

• Undertook the annual review of the composition and

diversity of the Board and its Committees to ensure they

remain appropriately equipped to promote the success of

the Company and its stakeholders.

• Continued to review succession planning for the Board,

Executive Committee and Extended Leadership Team.

• Reviewed succession plans for the Chair and the three

Independent Non-Executive Directors approaching nine-

years' service in the period from 2028 to 2030.

• Undertook the annual evaluation of the skills of the Board.

Committee focus areas for FY26

• Commence implementation of our succession plans for

theNon-Executive Directors appointed at IPO.

• Perform the annual evaluation of the Board and its

Committees.

• Oversee progress on areas for improvement or focus areas

agreed from the findings of the Board evaluation

conducted in FY25.

• Undertake the annual review of the composition and

diversity of the Board and its Committees to ensure they

remain appropriately equipped to promote the success

ofthe Company and its stakeholders.

• Continue to review succession planning for the Executive

Committee and Extended Leadership Team.

• Undertake the annual evaluation of the skills of the Board.

• Review the effectiveness of the Committee as part of the

Board evaluation.

Committee member

Meetings

attended

Kate Swann (Chair of the Committee and Non-

Executive Chair of the Board)

2/2

David Keens (Senior Independent NED) 2/2

Susan Hooper (Independent NED) 2/2

Niall Wass (Independent NED) 2/2

ShanMae Teo (Independent NED)

2/2

Nomination Committee report

Board composition

Independence

(%) Ethnicity

(%)

Executive

Directors

29%

April 2024:

29%

Chair

14%

April 2024:

14%

Ethnic minority

29%

April 2024:

29%

White

71%

April 2024:

71%

Independent

Non-Executive Directors

57%

April 2024:

57%

Gender

(%) Tenure – Non-Executive Directors

Female

43%

April 2024:

43%

Male

57%

April 2024:

57%

1 The composition of the Board and NED tenure are shown as at the date of this report, which is unchanged from the position as at 30 April 2025. Comparatives are

shown as at 30April2024.

2 The Chair of the Board was considered by the Board to be independent on appointment.

3 Gender disclosure is based on sex rather than identified gender for consistency with other reporting requirements, for instance Gender Pay Gap reporting.

4 From an ethnic minority background excluding white ethnic groups (as set out in categories used by the Office for National Statistics).

5 Kate Swann served as a Director of the predecessor ultimate holding company from 23 October 2019.

3 4

7 8 9

Kate Swann

David Keens

Niall Wass

Susan Hooper

ShanMae Teo

5 years 6 months

4 years 3 months

2 years 10 months

Dear shareholders,

I am pleased to present the Nomination Committee report for the year ended 30 April 2025. During the year, the Committee has continued

to make good progress across the full range of its responsibilities.

The Committee comprises Kate Swann (Chair of the Committee and Non-Executive Chair of the Board) and the four Independent Non-

Executive Directors: David Keens, Niall Wass, Susan Hooper and ShanMae Teo. The biographies of each member of the Committee are set

out on pages 74 to 75.

The Committee’s Terms of Reference include regular review of the structure, size and composition (including the skills, knowledge,

experience and diversity) of the Board and its Committees, leading the process for new appointments to the Board, ensuring orderly

succession planning to both the Board and Executive Committee positions, supporting the development of a representative pipeline for

succession and ensuring that there is a rigorous annual evaluation of the performance of the Board, its Committees, the Chair and

individual Directors. The Committee meets at least twice each year.

Succession planning

Effective succession planning for both the Board and senior management is vital to the Company’s long-term success. The Committee aims

to actively manage leadership succession and has therefore developed a succession planning process for the Board, Executive Committee

and the Extended Leadership Team.

On an annual basis, the Committee reviews management succession plans, based on senior management succession plans presented by

the CEO and the Group’s talent development programme. The Committee has ensured that there are plans in place for contingency, short

and medium-term succession, comprising either the identification of internal candidates or where most appropriate a requirement for

external search. The Committee is satisfied that all key roles have credible succession plans in place. Notwithstanding this, the Committee

considers succession planning at each of its meetings and will continue to make appropriate recommendations to the Board, as necessary.

Succession planning for the Board itself is considered at least annually by the full Board and on an ongoing basis by the Committee. The

Committee will define a set of specific criteria for potential new Non-Executive Directors, in particular giving consideration to the skills,

experience and knowledge required in any candidates, whilst being cognisant of the need for a Board that is diverse. Each Director

annually completes a skills self-assessment questionnaire. These support the Committee in its ongoing assessment of the suitability of the

current composition of the Board.

In reviewing succession plans for the Non-Executive Directors, the Nomination Committee has considered the period leading up to the 2029

AGM, which is nine years after our IPO. The Committee intends to phase new appointments over the coming years to ensure an orderly

succession, maintain the independence of our Non-Executive Directors and to establish a more balanced profile of Board tenure for the future.

When considering new Non-Executive Director appointments, the Committee will seek to maintain the Board’s current breadth and balance

of skills. We intend to appoint an executive search firm which is accredited for the FTSE 350 category of the Enhanced Voluntary Code of

Conduct for Executive Search Firms (which specifically acknowledges those firms with a strong track record in and promotion of gender

representation) and which has no other connection with the Company or with any individual Director.

Director induction

The Chair, supported by the Company Secretary, oversees the induction of new Directors.

For any new appointment to the Board, the Non-Executive Chair, working with the Company Secretary, will ensure that there is a thorough

and detailed induction programme. The Group’s external lawyers will be asked to provide training in respect of the Directors’ legal,

regulatory and governance duties, responsibilities and obligations. Any newly appointed Director will also be invited to participate in a

range of meetings with members of the Executive Committee to familiarise themselves with the business, its strategy and goals.

Changes to the Board

There were no new appointments to the Board during the year.

For Board vacancies, an externally-facilitated recruitment exercise will be conducted with the assistance of a suitably accredited search

firm. The search process will concentrate on independence, diversity and ensuring a combination of skills including listed company and

committee experience to complement the skills of the existing members of the Board.

Nomination Committee report continued

Diversity and inclusivity

The Committee regards breadth of Board and Committee representation as a key area of focus as it believes that diversity is important for

Board effectiveness and business competitive advantage. The Board considers that diversity encompasses a broad range of factors, such as

gender, ethnicity, physical abilities, sexual orientation, education and socioeconomic background, nationality, country or cultural

background, together with diversity of skills, background, knowledge and experience.

During FY25, the Committee reviewed and approved an updated Board Diversity Policy (which can be accessed at www.moonpig.group).

The Policy was updated to reflect the UK Corporate Governance Code 2024 and the revised recommendation by the Parker Review to set a

voluntary target for the ethnic minority representation on the senior leadership team in the UK by 2027. The Board had previously set a

Group-target, which it continues to report against, in addition to the new UK voluntary target.

The Policy addresses female representation on the Board itself (with targets in line with those set by the UK Listing Rules and the FTSE

Women Leaders Review) and also includes a target that at least 40% of the Board’s main Committees should be women.

The UK Listing Rules require the Company to make “comply or explain” statements on whether it has met the Board level diversity targets

specified in the UK Listing Rules. These statements are set out below, alongside information on our performance against other targets

referred to in the Board Diversity Policy. Our chosen reference date is 30 April 2025 and there have been no changes to the Board between

30 April 2025 and the date of this report.

Requirement or

recommendation Target Current status

Reason for compliance

UK Listing Rules At least 40% of the Board should be women. Met The Board is 43% female. The Company meets the

UK Listing Rules target for at least 40% of Directors to

be women.

Company policy At least 40% female representation on the

Board’smain committees.

Met The Nomination Committee comprises 60% women.

The Audit and Remuneration Committees each

comprise 50% women.

UK Listing Rules At least one of the senior board positions (Chair,

Chief Executive Officer (CEO), Chief Financial

Officer (CFO) or Senior Independent Non-

Executive Director (SID) should be a woman.

Met The Company meets this target by virtue of having a

woman as the Chair.

UK Listing Rules At least one member of the Board should be from

an ethnic minority background, excluding white

ethnic groups.

Met The Company meets this target as two Directors are

from an ethnic minority background.

Parker Review Voluntary target set by the Board for the

ethnicminority representation on the UK senior

leadership team by 2027. The chosen target

is15%.

Met The Board has approved a voluntary target of 15%

by 2027 for both its UK and its Group-wide senior

leadership team. Current ethnic minority

representation in both teams is 21%.

FTSE Women

Leaders Review

At least 40% of the Extended Leadership Team

(comprising the Executive Directors, the Executive

Committee and its direct reports who are also

partof the Extended Leadership Team) should

bewomen.

Met The Extended Leadership Team is 41% women.

1 As at 30 April 2025 and as at the date of this report.

2 As set out in categories used by the UK Office for National Statistics.

3 The data was collected from the Board and all members of the senior leadership team who were asked if they would be willing to disclose on a voluntary basis their

gender and ethnic background.

The Committee wants breadth of representation in the leadership pipeline below Board level. The Group’s Board Diversity Policy commits

the Group to maintaining the combined representation of women and ethnic minorities in the Group’s Extended Leadership Team

(comprising the Executive Directors, the Executive Committee and its direct reports who are also part of the Extended Leadership Team) at

around 50%. As at 30 April 2025, the figure stood at 54% (April 2024: 49%).

Disaggregated disclosure of female leadership representation and ethnic minority leadership representation is set out in the Sustainability

report which can be accessed at www.moonpig.group. The following tables provide additional required information in the format

prescribed by the UK Listing Rules (UKLR 6.6.6(10)). The approach to data collection is described in Note 3 to the table above.

Prescribed reporting on sex

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in executive

management

Percentage of executive

management

Men 4 57% 3

78%

Women 3 43% 1 2 22%

Not specified/ prefer not to say – –% – – –%

1 Gender disclosure is based on sex rather than identified gender for consistency with other reporting requirements, for instance Gender Pay Gap reporting.

2 Executive management is defined as the CEO and his direct reports who are also part of the Executive Committee, as well as the Company Secretary.

Prescribed reporting on ethnic background

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White (including minority-white groups) 5 71% 3 6 67%

Mixed/Multiple ethnic groups – –% – 2 22%

Asian/Asian British 2 29% 1 1 11%

Black/African/Caribbean/Black British – –% – – –%

Other ethnic group – –% – – –%

Not specified/prefer not to say – –% – – –%

1 Executive management is defined as the CEO and his direct reports who are also part of the Executive Committee, as well as the Company Secretary.

When considering Board appointments and hiring or promoting to leadership positions, the Group intends to continue to take account of its

diversity targets, while seeking to ensure that each post is offered on merit against objective criteria to the best available candidate.

Skills evaluation

The Board is satisfied that it has the appropriate range of skills, experience, independence and knowledge of the Group to enable it to

effectively discharge its duties and responsibilities. The matrix below details some of the key skills and experience that the Board has

identified as valuable to the effective oversight of the Group and execution of its strategy as at 30 April 2025:

No. of directors

Skill / Rating No experience

Low (less than

2 years)

Medium (2-5

years)

High (more

than 5 years)

High and

current

Digital technology – – 2 1 4

Digital marketing – – 1 2 4

Retail/consumer business – – – 1 6

Financial – – 1 1 5

Governance and risk – – 1 1 5

Listed board experience (executive) 1 1 1 – 4

Listed board experience (non-executive) 2 1 – 1 3

M&A – – – 2 5

Strategy development and implementation – – – – 7

Change management – – – 1 6

Sustainability – – 1 3 3

Training

Board meetings generally include one or more presentations from senior management on areas of strategic focus. Specific business-related

presentations are given to the Board by senior management and external advisers when appropriate.

A regulatory update is a standing item at Board meetings and an annual legal and regulatory update is provided by the Group’s external

lawyers. All Directors are required to complete our annual compliance training modules covering a range of subjects including anti-bribery

and anti-corruption, anti-money laundering, data protection and anti-modern slavery. Additional training is available on request, where

appropriate, so that Directors can update their skills and knowledge as applicable. During FY25, the Board requested training on artificial

intelligence, which was delivered during the year. No other training needs were identified during this year’s Board evaluation.

Board evaluation

During the year, the Committee undertook an internally-facilitated Board evaluation which is described on pages 84 to 85 within the

Corporate governance statement. The last externally-facilitated evaluation was undertaken in FY24, in compliance with the Code

recommendation that an externally-facilitated evaluation should take place every three years, the Committee currently intends to conduct its

next externally-facilitated Board evaluation in FY27.

Re-election of Directors

In accordance with the Code, all Directors will offer themselves for re-election by shareholders at the AGM. Both the Committee and the

Board are satisfied that all Directors continue to be effective in and demonstrate commitment to their respective roles on the Board and that

each makes a valuable contribution to the leadership of the Company. The Board therefore recommends that shareholders approve the

resolutions to be proposed at the 2025 AGM relating to the re-election of the Directors.

Approved by the Nomination Committee and signed on its behalf by the Committee Chair.

Kate Swann

Chair of the Nomination Committee

25 June 2025

Nomination Committee report continued

100

The Group’s remuneration

arrangementsalign with the long-

terminterests of shareholders.

Overview

• The Remuneration Committee (the Committee) comprises

four Independent Non-Executive Directors.

• All members have relevant commercial and operating

experience.

• The Chair of the Committee has previous experience serving

on the Remuneration Committees of other listed businesses.

• Three Committee meetings were held in FY25.

• The Non-Executive Chair of the Board, the CEO, the CFO and

the Group’s independent remuneration consultants attended

Committee meetings for certain agenda items by invitation.

• No individual takes part in any decision in relation to his or

her own remuneration.

Main Committee activities during FY25

• Review implementation of the 2023 Remuneration Policy

(the Policy or Remuneration Policy) to ensure it operates

asintended.

• Approval of FY25 Long-Term Incentive Plan (LTIP) grants

in accordance with the Remuneration Policy.

• Approval of remuneration arrangements for a new

member of the Executive Committee.

• Determination of FY24 bonus outcomes.

• Determination of FY21 LTIP award vesting levels.

• Approval of FY26 bonus weightings, targets and measures

applicable for the Executive Directors and Executive Committee

(which operate similarly to that of the wider workforce).

• Consideration of feedback from investors and proxy

agencies from the 2024 AGM.

• Review of pay and employment conditions for the wider workforce.

• Reviewing market and governance updates and impact on the

Company and monitoring developments in best practice.

Committee focus areas for FY26

• Continue to review implementation of the Remuneration Policy

toensure it operates as intended.

• Prepare the 2026 remuneration policy (the 2026 Remuneration

Policy) which is to apply for three years commencing September

2026 and which the Board intends to present to shareholders for

approval at the 2026 AGM.

• Consult with the Company's largest shareholders regarding

theproposed 2026 Remuneration Policy.

• Review of pay and employment conditions for the wider workforce.

• Review of market and governance updates and impact on the

Company and monitor developments in best practice.

• Determination of FY22 LTIP award vesting levels.

• Determination of FY25 bonus outcomes.

• Approval of FY27 bonus weightings, targets and measures

applicable for the Executive Directors and Executive Committee.

• Approval of FY26 LTIP grants.

• Consideration of feedback from investors and proxy agencies

from the 2025 AGM and from the consultation on the proposed

2026 remuneration policy.

Committee member Meetings attended

Susan Hooper (Chair of the Committee

andIndependent NED)

3/3

David Keens (Senior Independent NED) 3/3

ShanMae Teo (Independent NED) 3/3

Niall Wass (Independent NED) 3/3

More information on the Committee’s Terms of Reference can

be accessed at www.moonpig.group.

Advisers

The Committee appointed FIT Remuneration Consultants LLP

(FIT) as their independent adviser in 2020 following a competitive

tender process. FIT advised on all aspects of the Policy and

practice and reviewed remuneration structures against corporate

governance requirements. FIT is a member of the Remuneration

Consultants’ Group and complies with its Code of Conduct which

sets out guidelines to ensure that its advice is independent and

free of undue influence. FIT carries out no other work for the

Group. During the year FIT was paid fees of £24,388 on a time

spent basis (FY24: £50,710). The Committee conducts an annual

review of the performance and independence of FIT and is

satisfied that the advice provided by FIT is objective.

The Directors’ remuneration report that follows has been

prepared in accordance with the UK Listing Rules, the Large and

Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008 (as amended) and the Companies Act 2006.

Directors’ remuneration report

101

Dear shareholders,

On behalf of the Board, I am pleased to present the Directors’

remuneration report (the “Report”) for the financial year ended

30April 2025. The Directors’ remuneration report comprises

threesections:

• This Annual Statement, which summarises the activities of the

Committee and its approach to Directors’ remuneration during

the year.

• The Annual Report on Remuneration, which comprises all

aspects of the Report other than the Remuneration Policy,

including this statement. It explains how the Directors have been

rewarded in the financial year and how we intend to operate

the Remuneration Policy for FY26. It will be subject to an advisory

vote at the 2025 AGM.

• A summary of the Policy, which is provided for information,

including details on malus and clawback provisions as required

by the 2024 Code. The Policy was approved by shareholders in a

binding vote at the 2023 AGM and can be accessed at

www.moonpig.group.

In FY26 we will commence a review of the Policy and consultation

process on a new triennial remuneration policy with the intention

that this will be brought to shareholders for approval at the 2026

AGM, as required every three years.

Remuneration outcomes for FY25

Annual bonus measures, weightings and targets were set at the

start of FY25 and comprised:

• Financial measures: Revenue (30% weighting) and Adjusted

EBIT (50% weighting); and

• Sustainability measures: customer Net Promoter Score (customer

NPS) (10% weighting), employee engagement score (employee

engagement) (5% weighting) and a climate-related metric

(5%weighting) focused on engaging suppliers to set emission

reduction commitments aligned to Science-Based Targets

initiative (SBTi) criteria.

The Group’s financial performance in FY25 exceeded our

expectations. Revenue of £350.1m was between Threshold and

Target. The Group also delivered a further year-on-year

improvement in gross margin rate which, combined with disciplined

management of indirect costs, resulted in Adjusted EBIT of £77.8m,

which exceeded Maximum.

Performance was also strong on the three sustainability measures.

On customer NPS, a concerted management focus on initiatives to

mitigate the impact of poor Royal Mail and PostNL service levels

delivered customer NPS to just below Target. There was a year-on-

year increase in Employee Engagement which rose to a level

aboveMaximum. For the climate-related metric, management

secured commitments to set net zero emissions reduction targets

aligned withSBTi criteria from suppliers representing 28.8% of our

Scope 3 emissions, therefore the outcome for this measure was

aboveMaximum.

The resulting bonus represented 75.2% of the maximum opportunity,

resulting in payments of £700,461 and £452,884 for the CEO and

CFO, respectively. The Committee believes that the formulaic

outcomes of the bonus calculation are appropriate in light of

theGroup’s overall performance during the year and has not

applied discretion.

The LTIP awards granted on 5 July 2022 were based on relative

Total Shareholder Return (TSR) and Adjusted pre-tax earnings per

share (EPS) performance conditions for the period to 30 April 2025.

In FY24, the Group changed its definition of Adjusting Items to

include the amortisation of intangible assets arising on business

combination (acquisition amortisation). Performance conditions for

in-flight LTIP awards were not re-expressed, therefore for the

purposes of the FY22 LTIP awards we have continued to deduct

acquisition amortisation when calculating Adjusted pre-tax EPS, to

ensure outcomes are consistent with the basis on which the target

was set.

The LTIP granted in 2022 vested at 13.9%, reflecting TSR

performance at Threshold for the three-year period. The Adjusted

pre-tax EPS performance condition was not met. The Committee

has not exercised discretion but reserves the right to adjust the

maximum opportunity for vesting of the 2023 one-off award to

ensure overall alignment with shareholder interests. The amounts

that will vest

equate to £137,719 for the CEO and £66,783 for the

CFO, which include shares equivalent to the rolled-up dividend

paid during the performance period, in line with Investment

Association guidelines.

Context of remuneration

The Group’s employees play a critical role in the development of the

business and it is an important part of the Group’s remuneration

approach that they are able to share in the success of the business.

The Group makes annual grants under a Save As You Earn (SAYE)

scheme, inviting all eligible employees to participate. As at

30April2025 32% (30 April 2024: 47%) of our employees

participate in the Group’s all employee share schemes.

The Committee considers the pay and employment conditions of

theGroup when making decisions on Executive pay and is also

responsible for reviewing wider all-employee pay. The Group pays

all employees in the UK and Guernsey at least the UK Real Living

Wage as published by the Living Wage Foundation. The Group

also considers support requirements on a case-by-case basis where

employees’ individual circumstances mean that they may be

experiencing hardship.

The Executive Directors’ remuneration structure aligns with that of

the all-employee population, with components being the same. The

Executive annual bonus scheme is similar to that for all employees

and financial targets are aligned (with targets cascaded to the

relevant business level). Employees are updated on how the

business is performing against bonus targets each half-year in line

with our external reporting timetable at “All Hands” meetings,

where they can engage and ask questions.

Implementing the Policy for FY26

The base salaries for the Executive Directors increased from

1May2025 by 2.5% (1 May 2024: 4.0%), which is below the

average employee pay increase across the Group’s wider UK

workforce of 3.8% (1 May 2024: 4.7%).

Bonus arrangements will operate in line with the Policy, in

accordance with which the maximum will be 150% of salary, with

33% subject to deferral. The bonus will be assessed against a

combination of revenue, Adjusted EBIT, sustainability metrics and

personal objectives asset out on page 105.

Directors’ remuneration report continued

102

LTIP awards are due to be granted in 2025 in line with the Policy

limits at 250% of salary for the CEO and CFO. The number of shares

awarded will be based on the average of the closing middle-

market quotations for the trading days that fall within the 90-day

period prior to the date of grant. The awards will be subject to the

performance conditions set out on page 105, a two-year post-

vesting holding period and malus and clawback provisions. The

circumstances where malus or clawback can be applied are

described on page 118.

Managing dilution

The Company’s LTIP Plan Rules specify a dilution limit of 5% for

discretionary share plans and 10% for all share plans over a 10-year

rolling period. The Company intends to comply with both limits. It

also plans to move in FY26 towards using market purchases of

shares by an Employee Benefit Trust to satisfy vesting of awards,

provided this remains accretive to EPS.

The Committee will consult with shareholders in 2026 as part of the

triennial Remuneration Policy review ahead of the AGM. As part of

this, we intend to explore removing the 5% discretionary scheme

limit from the LTIP Plan Rules, in light of recent changes to

Investment Association guidance

. This would provide additional

flexibility, without changing the Company’s intention to use market

share purchases wherever this represents best shareholder value.

Committee composition and evaluation

Throughout the year the Committee comprised the four Independent

Non-Executive Directors, namely Susan Hooper (Chair of the

Committee), David Keens, ShanMae Teo and Niall Wass. The

biographies of each Committee member are set out on pages 74 to75.

The Committee’s performance was reviewed by its members as part

of this year’s internally-facilitated Board evaluation process. The

Committee’s performance was highly rated overall. Full details of

the process and outcomes are set out on pages 84 to 85.

Conclusion

FY25 was a year where performance exceeded our expectations.

The Committee considers the reward outturns for the Executive

Directors to be appropriate without the exercise of any discretion.

I look forward to engaging with shareholders at the 2025 AGM where

I will be available to answer any questions. I would welcome any

feedback or comments, either during the course of our consultation

on the 2026 Remuneration Policy or on remuneration matters more

generally and can be reached through the Company Secretary.

Illustration of the Policy in different performance

scenarios

The table and charts below illustrate the potential future value and

composition of the Executive Directors’ remuneration opportunities

in four performance scenarios: minimum, on-target (i.e., in line with

the Company’s expectations), maximum and maximum plus 50%

share price appreciation, a scenario where 50% share price

appreciation is included for the LTIP. The maximum-plus scenario

includes 50% share price appreciation.

Performance

scenario Includes, for both CEO and CFO

Minimum Salary, pension and benefits (fixed remuneration).

No bonus award.

No vesting under the LTIP.

Fixed remuneration.

On-target 50% of maximum annual bonus award (75% of salary).

25% vesting of the core award under the LTIP (62.5%

of salary).

Fixed remuneration.

Maximum 100% of maximum annual bonus award (150% of salary).

100% vesting of the 2025 LTIP award (250% of salary).

Fixed remuneration.

Maximum

+50%

100% of maximum annual bonus award.

100% vesting of the 2025 LTIP award, plus 50% share

price appreciation

Note to both chart above and tables below.

1 As required by the reporting regulations the value of the LTIP includes share

price appreciation of 50% but not dividend accrual.

Illustrations of application of remuneration policy

Nickyl Raithatha

£000

500

1,000 1,500 2,000 2,500 3,000

3,500

4,000

Min

Target

Max

Max with

growth

Andy MacKinnon

£000

500

1,000 1,500 2,000 2,500 3,000

3,500

4,000

Min

Target

Max

Max with

growth

Total fixed remuneration Annual bonus

LTIP Share price growth

103

1 Effective October 2024, the Investment Association updated its Principles of Remuneration, removing the previous 5% dilution limit for

discretionary share schemes over a rolling 10-year period. The 10% dilution limit for all share plans (both discretionary and all-employee) remains.

100% £671

43% 31% 26%

£1,546

21% 30% 49%

£3,218

16% 24% 40% 20% £4,014

100% £434

43% 31% 26%

£1,000

21% 30% 49%

£2,081

16% 24% 40% 20%

£2,596

Annual Report on Remuneration

The Directors’ remuneration report that follows has been prepared in accordance with the UK Listing Rules, the Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the Companies Act 2006. The Committee continues to

consider the effectiveness of the Policy relative to the core principles of clarity, simplicity, risk, predictability, proportionality and alignment to

culture as set out on pages 78 to 79.

Executive Directors’ service contracts

The service contracts for Nickyl Raithatha and Andy MacKinnon provide for an equal notice period from the Group and the Executive of a

maximum 12 months’ notice and any contracts for newly appointed Executive Directors will provide for equal notice in the future. The date of

each service contract and unexpired term is set out in the table below:

Director Date of service contract Unexpired term (months)

Nickyl Raithatha 10 January 2021 12-month rolling

Andy MacKinnon 10 January 2021 12-month rolling

Non-Executive Directors’ terms of appointment

The Non-Executive Directors do not have service contracts with the Company and instead have letters of appointment for no more than

three years, subject to annual reappointment at the AGM, with a three-month notice period by either side. The appointment letters provide

that no compensation is payable on termination, other than fees accrued and expenses. The date of appointment and the length of service

for each Non-Executive Director are shown in the table below:

Director Date of appointment Date of reappointment

Unexpired term of current

letter of appointment as at

2025 AGM (years and months)

Length of service as at 2025

AGM (years and months)

Kate Swann 10 January 2021 19 September 2023 12 months 4 years 8 months

David Keens 10 January 2021 19 September 2023 12 months 4 years 8 months

Susan Hooper 10 January 2021 19 September 2023 12 months 4 years 8 months

Niall Wass 10 January 2021 19 September 2023 12 months 4 years 8 months

ShanMae Teo

27 June 2022 17 September 2025 Nil months 3 years 3 months

1 ShanMae Teo’s letter of appointment expires at the 2025 AGM. It is intended that, subject to her re-election by shareholders at the 2025 AGM, a letter of appointment

will be issued to ShanMae for a further three-year term.

Directors’ remuneration report continued

104

Implementation of Policy for FY26

For FY26 the Executive Directors will be remunerated as summarised in the table below.

Component of Policy

Implementation for FY26

Base salaries CEO: £636,828 (2.5% increase) CFO: £411,742 (2.5% increase)

Across the Group, the average pay increase for UK employees for FY26 is 3.8%.

Benefits and

pension

Unchanged pension contribution of 5% of salary, paid via payroll. No changes to benefit provisions.

Annual bonus Maximum 150% of salary (target bonus is 50% of maximum).

Subject to the following performance conditions:

• Revenue – 20% weighting.

• Adjusted EBIT – 50% weighting.

• Sustainability – 10% weighting, which will consist of three sub-measures relating to customer net promoter score,

employee engagement and obtaining supplier commitments to reduce Scope 3 greenhouse gas emissions that are

aligned to SBTi criteria.

• Personal objectives – 20% weighting.

Consistent with market practice, the target ranges are currently commercially sensitive and will be reported next year. The

weighting of sustainability metrics has been adjusted from 20% to 10% on a one-time basis to allow for the application of 20%

personal objectives (both to align with market practice and to permit more direct linkage to the Board's priorities). The

balance ofthese two elements will be revisited for FY27.

LTIP Award of 250% of salary.

Awards will be subject to the following conditions:

• 50% of the Award: relative TSR, based on the three-year TSR measured based on the average for the three months

ending 30 April 2028 for the Company versus the constituents of the FTSE 250 (excluding investment trusts). 25% of this

component will vest at median rising on a straight-line basis to 100% at upper quartile; and

• 50% of the Award: Adjusted Basic Pre-Tax EPS for the year ending April 2028. 25% of this component will vest at

24.0p rising on a straight-line basis to 100% at 29.0p.

Non-Executive

Director fees

Chair fee: £260,111.

Non-Executive Director base fee: £67,855.

Senior Independent Non-Executive Director fee: £11,308.

Audit and Remuneration Committee Chair fee: £11,308.

Designated Non-Executive Director for workforce engagement fee: £5,654.

The base fees for Chair and Non-Executive Directors have been increased by 2.5% from 1 May 2025.

105

Single Total Figure of Remuneration (audited)

The tables below show the total remuneration for the financial year ended 30 April 2025 and the comparator information for the previous

financial year.

Executive Directors Non-Executive Directors

For the year ended 30 April 2025

Nickyl

Raithatha

Andy

MacKinnon

Kate

Swann

David

Keens

Susan

Hooper

Niall

Wass

ShanMae

Teo

Base salary/fees

£621,296 £401,700 £253,767 £88,266 £82,750 £66,200 £66,200

Benefits

£2,183 £2,183 – – – – –

Pension

£31,065 £20,085 – – – – –

Total fixed pay £654,544 £423,968 £253,767 £88,266 £82,750 £66,200 £66,200

Annual bonus £700,461 £452,884 – – – – –

LTIP

£137,719 £66,783 – – – – –

DSBP

£117,276 £41,256 – – – – –

Total variable pay £955,456 £560,923 – – – – –

Total remuneration £1,610,000 £984,891 £253,767 £88,266 £82,750 £66,200 £66,200

For the year ended 30 April 2024

Nickyl

Raithatha

Andy

MacKinnon

Kate

Swann

David

Keens

Susan

Hooper

Niall

Wass

ShanMae

Teo

Simon

Davidson

Base salary/fees £597,400 £385,990 £244,007 £84,872 £79,568 £63,654 £63,654 £62,606

Benefits

£1,974 £1,974 – – – – – –

Pension

£29,870 £19,313 – – – – – –

Total fixed pay £629,244 £407,277 £244,007 £84,872 £79,568 £63,654 £63,654 £62,606

Annual bonus £565,342 £365,523 – – – – – –

LTIP

£75,598 £36,658 – – – – – –

Total variable pay £640,940 £402,181 – – – – – –

Total remuneration £1,270,184 £809,458 £244,007 £84,872 £79,568 £63,654 £63,654 £62,606

Notes to both tables above:

1 Fees and salaries for FY25 were increased by 4.0%. For FY24 NED fees were increased by 3.0%. Executive Director salaries were not increased.

2 Benefits consisted of private medical and dental insurance.

3 The Executive Directors each receive pension benefits equivalent to 5.0% of salary (unchanged from FY24). No Executive Director has a prospective entitlement to a

defined benefit pension.

4 The calculation of the value of the LTIP award is set out in the note to the table on page 108. No part of the LTIP value reflects share price appreciation. The FY24

figures have been adjusted to reflect the actual share price at the date of vesting of the FY21 awards on 2 July 2024 which was after the publication date of last year's

report. TheFY25 figures will be adjusted in next year’s report to reflect the actual share price at the date of vesting of the award on 7 July 2025, which falls after the date

of publication of this report.

5 The calculation of the value of the DSBP award is set out in the note to the table on page 108.

6 Remuneration until date of resignation of 25 April 2024.

Directors’ remuneration report continued

106

Annual bonus (audited)

The maximum bonus opportunities for FY25 were 150% of salary for each of the CEO and the CFO (unchanged from FY24). The annual

bonus was based on the achievement of Group financial targets and a set of Group specific and quantifiable strategic objectives.

Performance targets and actual outturn are set out below:

Performance measure Weighting Threshold Target Maximum

Actual FY25

achievement

Bonus outcome

(% of total

bonus)

Financial Measures:

Group Revenue 30.0% £346.0m £357.1m £362.4m £350.1m 10.2%

Group Adjusted EBIT 50.0% £68.4m £72.0m £75.6m £77.8m 50.0%

ESG Measures:

Group customer NPS 10.0% 54 57 60 56.9 4.9%

Group employee engagement score 5.0% 60% 62% 64% 66% 5.0%

Group climate-related metric

5.0% 26.0% 27.0% 28.0% 28.8% 5.0%

Total 100.0% 75.2%

1 Climate-related metric: this metric focused on engaging suppliers to set emissions reduction commitments in line with Science-Based Targets initiative (SBTi) criteria. The

target for FY25 was for suppliers representing 27.0% of our Scope 3 emissions to have these targets in place by 30 April 2025.

The performance targets were set at the start of the year based on internal budgets, external forecasts and the Committee’s view at the time

of the macroeconomic environment. The financial targets were set on a stretching, yet realistic basis. The Committee believes that the FY25

targets are no less stretching than those set in previous years.

The Group’s financial performance in FY25 was ahead of our expectations. Revenue of £350.1m was between Threshold and Target. The

Group also delivered a further year-on-year improvement in gross margin rate which, combined with disciplined management of indirect

costs, resulted in Adjusted EBIT of £77.8m, which exceeded Maximum.

Performance was also strong on the three sustainability measures. On customer NPS, a concerted management focus on initiatives to

mitigate the impact of poor Royal Mail and PostNL service levels delivered customer NPS just below Target. There was also a year-on-year

increase in employee engagement which rose to above Maximum. For the climate-related metric, management secured commitments to set

net zero emissions reduction targets aligned with SBTi criteria from suppliers representing 28.8% of our Scope 3 emissions, therefore the

outcome for this measure was above Maximum.

The resulting bonus represented 75.2% of the maximum opportunity, resulting in payments of £700,461 and £452,884 for the CEO and CFO,

respectively. The Committee believes that the formulaic outcomes of the bonus calculation are appropriate in light of the Group’s overall

performance during the year and has not applied discretion. In line with the Policy, payment of 67.0% of these bonuses in cash will be made

in July 2025 with 33.0% deferred into shares for three years. The deferred share element requires continued service for vesting and is subject

to malus and clawback; it is not subject to additional performance conditions.

Awards vested in the year (audited)

The LTIP awards that vested in the year were granted on 5 July 2022. The performance period ended on 30 April 2025 and the performance

outcomes are set out below.

Metric (each 50% of award) Threshold (25%) Target (50%) Max (100%) Actual % vesting

Relative TSR Equal to the Median

ranked entity

Between Upper Quartile and

Median ranked entities

Equal to or more than the

Upper Quartile ranked entity

Above

threshold

27.8%

Adjusted pre-tax EPS

20.2p Vesting on a straight-line

basis between min and max

21.6p 17.4p Nil

Total 13.9%

1 In FY24, the Group changed its definition of Adjusting Items to include the amortisation of intangible assets arising on business combination (acquisition amortisation).

Performance conditions for in-flight LTIP awards were not re-expressed, therefore, for the purposes of the FY22 LTIP awards we have continued to deduct acquisition

amortisation when calculating Adjusted pre-tax EPS, to ensure outcomes are consistent with the basis on which the target was set.

The Adjusted pre-tax EPS target was not met. However, the Group’s TSR over the three-year period was above Threshold TSR of the FTSE

250 (excluding investment trusts) and accordingly 13.9% of these awards will vest. The amounts that will vest

equate to £137,719 for the CEO

and £66,783 for the CFO, which include shares equivalent to the rolled-up dividend paid during the performance period, in line with

Investment Association guidelines.

107

The Committee considered there were no circumstances that warranted the exercise of discretion. It reserves the right to adjust the

maximum opportunity for vesting of the 2023 one-off award to ensure overall alignment with shareholder interests. As a result, the awards

below are expected to vest in July 2025 and will be subject to a two-year post-vesting holding period whereby shares may not be sold, other

than to pay tax, until July 2027.

Executive Director Value on award

Number of

sharesgranted

Vesting

(% of max)

Number of

awardsvesting

Share price

change

Total value included in

the single total figure

Nickyl Raithatha £1,015,578 456,378 13.9 63,436 £(4,079) £137,719

Andy MacKinnon £492,468 221,304 13.9 30,761 £(1,978) £66,783

1 Based on a share price of 216.10p, being the average share price for the 90-day period ended 30 April 2025 as a proxy for the share price at vesting. The value on

award was based on a share price of 222.53p. Additional shares (not included above) will be awarded in lieu of dividends accrued from the date of the award to the

date of vesting in respect of each director as follows: Nickyl Raithatha 293 shares and Andy MacKinnon 142 shares (the value of these shares has been included in the

figure shown in the single total figure). No part of the LTIP gain reflects share price appreciation.

DSBP

The Deferred Share Bonus Plan (DSBP) awards that vested during the year were granted on 6 August 2021 to Executive Directors for the

deferred element (33%) of their FY21 annual bonuses.

Executive Director Value on award

Number of

sharesgranted

Total value included in

the single total figure

Nickyl Raithatha £218,420 57,208 £117,276

Andy MacKinnon £76,834 20,125

£41,256

1 Calculated using the three-day average share price on the three trading days prior to the date of grant.

2 Equates to 33% deferral of FY21 bonus.

3 Calculated using share price at date of vesting of 205.0p per share. No dividends were paid during the holding period and so there were no additional shares awarded

in lieu of dividends.

4 DSBP awards vested after three years, subject to continued service only.

Awards granted in the year (audited)

LTIP

Details of the long-term incentive awards granted to the Executive Directors in FY25 under the LTIP are set out below.

Executive Director

Number of awards

granted during the

year

1,2

Market price at

date of award

Date of grant/

award

Value of award

at date of grant

Performance period

Exercisable/capable

of vesting from

Nickyl Raithatha 967,268 1.6058 2 July 2024 1,553,240 1 May 2024 – 30 April 2027 2 July 2027

Andy MacKinnon 625,389 1.6058 2 July 2024 1,004,250 1 May 2024 – 30 April 2027 2 July 2027

1 These awards represent the normal LTIP grant level for the Executive Directors under the 2023 Remuneration Policy of 250% of salary. These awards are subject to the

following TSR and Adjusted EPS performance conditions, as 50% of the Award: relative TSR, comparing the Company’s share price for the three-month average to

30April2027 versus the constituents of the FTSE 250 (excluding investment trusts) over the same period. 25% of this component will vest at median rising on a straight-

line basis to 100% at upper quartile; and 50% of the Award: Adjusted basic pre-tax EPS for the year ending April 2027. 25% of this component will vest at 20.4p rising on

a straight-line basis to 100% at 23.4p.

2 All of the above awards were granted for nil consideration.

3 The values at the date of grant for the awards made on 2 July 2024 were calculated using the average closing price of the trading days that fall within the 90 calendar

days prior to the date of grant.

4 The awards are subject to a two-year post-vesting holding period.

DSBP

Conditional share awards were granted under the DSBP to Executive Directors for the deferred element (33%) of their FY24 annual bonuses.

The table below shows the details of DSBP awards granted during the year.

Executive Director

Number of shares

subject to DSBP award

Market price at

date of award

Date of grant/

award

Face value of DSBP

award on grant

Exercisable/capable

of vesting from

Nickyl Raithatha 99,942 1.8667 2 July 2024 186,563 2 July 2027

Andy MacKinnon 64,618 1.8667 2 July 2024 120,623 2 July 2027

1 Calculated using the three-day average share price on the three trading days prior to the date of grant.

2 Equates to 33% deferral of FY24 bonus.

3 DSBP awards vest after three years, subject to continued service only.

Directors’ remuneration report continued

108

Share interests and incentives (audited)

Shares owned

outright as at

30 April 2025

Subject to

continued

employment

2,4

Options

unvested and

subject to

performance

conditions

Options vested

but not

exercised

Total shares

available

Shareholding

as a

percentage

of salary

Shareholding

requirement met

Executive Directors

Nickyl Raithatha 3,751,114 124,820 3,153,800 - 3,875,934 1,435% Yes

Andy MacKinnon 1,011,442 93,068 1,966,822 - 1,104,510 632% Yes

Non-Executive Directors

Kate Swann 2,466,562 - - - 2,466,562 N/a N/a

David Keens 120,000 - - - 120,000 N/a N/a

Niall Wass 75,498 - - - 75,498 N/a N/a

Susan Hooper 14,286 - - - 14,286 N/a N/a

ShanMae Teo 45,156 - - - 45,156 N/a N/a

1 This represents direct interests held in Moonpig Group plc including SIP shares.

2 Awards subject to continued employment are SAYE scheme shares and awards made under the DSBP.

3 Awards subject to performance conditions are the LTIP awards.

4 The shareholding as a percentage of salary relates to those shares and awards not subject to ongoing performance conditions with any awards not yet subject to tax

counted on an assumed net of tax basis. The share price used is 230.0p being the closing price as at 30 April 2025.

5 Since the FY25 year-end and to the date of this Annual Report and Accounts, there have been no changes in the shareholdings shown in the table above.

Directors’ share-based rewards and options (audited)

Details of all Directors’ interests in the Company’s share-based reward schemes are shown in the tables below:

Nickyl Raithatha

Scheme

Awards/

options held at

1 May 2024

Number of

awards granted

during the year

Exercised

during the

year

Lapsed

during the

year

Awards/

options held at

30 April 2025

Exercise price/

market price at

date of award

Date of grant/

award

Exercisable/capable

ofvesting from

Legacy pre-IPO

award

594,643 – 594,643 – – 3.5000 1 February 2021 30 April 2024

SAYE

5,960 – – 5,960 – 3.0200 3 September 2021 1 October 2024

DSBP

57,208 – 57,208 – – 3.8180 6 August 2021 6 August 2024

DSBP

121,920 – – – 121,920 2.2253 5 July 2022 5 July 2025

DSBP

13,650 – – – 13,650 1.4515 4 July 2023 4 July 2026

DSBP

– 99,942 – – 99,942 1.8667 2 July 2024 2 July 2027

LTIP

41,428 – 41,428 – – 3.5000 1 February 2021 30 April 2024

LTIP

456,378 – – – 456,378 2.2253 5 July 2022 5 July 2025

LTIP

799,173 – – – 799,173 1.4515 4 July 2023 4 July 2026

LTIP

203,155 – – – 203,155 1.6416 19 September 2023 19 September 2026

LTIP

727,826 – – – 727,826 1.6416 19 September 2023 19 September 2026

LTIP

– 967,268 – – 967,268 1.6058 2 July 2024 2 July 2027

Totals 3,021,341 1,067,210 693,279 5,960 3,389,312

109

Andy MacKinnon

Scheme

Awards/

options held at

1 May 2024

Number of

awards granted

during the year

Exercised

during the

year

Lapsed

during the

year

Awards/

options held at

30 April 2025

Exercise price/

market price at

date of award

Date of grant/

award

Exercisable/capable

ofvesting from

Legacy pre-IPO

award

198,215 – 198,215 – – 3.5000 1 February 2021 30 April 2024

SAYE

5,960 – – 5,960 – 3.0200 3 September 2021 1 October 2024

SAYE

– 12,366 – – 12,366 1.5000 26 July 2024 1 October 2027

DSBP

20,125 – 20,125 – – 3.8180 6 August 2021 6 August 2024

DSBP

78,827 – – – 78,827 2.2253 5 July 2022 5 July 2025

DSBP

8,825 – – – 8,825 1.4515 4 July 2023 4 July 2026

DSBP

– 64,618 – – 64,618 1.8667 2 July 2024 2 July 2027

LTIP

20,089 – 20,089 – – 3.5000 1 February 2021 30 April 2024

LTIP

221,304 – – – 221,304 2.2253 5 July 2022 5 July 2025

LTIP

529,624 – – – 529,624 1.4515 4 July 2023 4 July 2026

LTIP

119,928 – – – 119,928 1.6416 19 September 2023 19 September 2026

LTIP

470,577 – – – 470,577 1.6416 19 September 2023 19 September 2026

LTIP

– 625,389 – – 625,389 1.6058 2 July 2024 2 July 2027

Totals 1,673,474 702,373 238,429 5,960 2,131,458

1 The performance conditions for the legacy pre-IPO award were met in full and the award vested in full. 50% of the award was exercised on 4 July 2023 and, as the

employment conditions had been met for the remaining 50%, that element of the award was exercised on 2 July 2024. The award values for Nickyl Raithatha and Andy

MacKinnon were £6,127,686 and £2,042,563 respectively based on the actual share price at the date of vesting of 50% of the award on 4 July 2023 (148.0p) and the

actual share price for the remaining 50% of the award on 2 July 2024 (182.4p).

2 Details of the SAYE scheme are shown in Note 21 to the accounts.

3 DSBP awards equate to 33% deferral of bonus payable in FY22 in relation to performance for FY21 and vested on 6 August 2024.

4 DSBP awards equate to 33% deferral of bonus payable in FY23 in relation to performance for FY22 and will vest on 5 July 2025. Additional shares (not included above)

will be awarded in lieu of dividends accrued from the date of the award to the date of vesting.

5 DSBP awards equate to 33% deferral of bonus payable in FY24 in relation to performance for FY23.

6 DSBP awards equate to 33% deferral of bonus payable in FY25 in relation to performance for FY24.

7 The performance period ended on 30 April 2024. The performance conditions were for 50% of the Award: the Company’s relative TSR comparing the IPO Offer Price to

the three-month average to 30 April 2024 versus the constituents of the FTSE 250 (excluding investment trusts) over the same period (except that their base price was the

three-month average to IPO). 25% of this component would vest at median rising on a straight-line basis to 100% at upper quartile; and 50% of the Award: the

Company’s Adjusted basic pre-tax EPS (as stated in the Prospectus, this was initially granted as an Adjusted EBITDA range of £75.0m-£80.0m with a commitment to re-

express on this basis once the capital structure was settled) to April 2024. This excludes the cost of the legacy incentive items and the all-employee IPO awards as they

are expected to be one-off expenses, albeit they are not classified as exceptional items in the Group’s income statement. 25% of this component would vest at 14.5p

rising on a straight-line basis to 100% at 15.9p. The TSR target was not met and the EPS threshold target of 14.5p was met, resulting in minimum vesting of 12.5% of this

award. The lapsed element of the award was shown in the single figure table in the FY24 annual report and accounts.

8 The performance period ended on 30 April 2025. These awards are subject to the following TSR and Adjusted EPS performance conditions, as 50% of the Award:

relative TSR, comparing the Company’s share price for the three-month average to 30 April 2025 versus the constituents of the FTSE 250 (excluding investment trusts)

over the same period. 25% of this component will vest at median rising on a straight-line basis to 100% at upper quartile; and 50% of the Award: Adjusted basic pre-tax

EPS for the year ending April 2025. 25% of this component will vest at 20.2p rising on a straight-line basis to 100% at 21.6p. The EPS target was not met. The TSR

threshold target was met, resulting in vesting of 13.9% of this award. Additional shares (not included above) will be awarded in lieu of dividends accrued from the date

of the award to the date of vesting.

9 The performance period will end on 30 April 2026. These awards are subject to the following TSR and Adjusted EPS performance conditions, as 50% of the Award:

relative TSR, comparing the Company’s share price for the three-month average to 30 April 2026 versus the constituents of the FTSE 250 (excluding investment trusts)

over the same period. 25% of this component will vest at median rising on a straight-line basis to 100% at upper quartile; and 50% of the Award: Adjusted basic pre-tax

EPS for the year ending April 2026. 25% of this component will vest at 19.5p rising on a straight-line basis to 100% at 21.5p.

10 The performance period will end on 30 April 2026. These awards are subject to the following TSR and Adjusted EPS performance conditions, as 50% of the Award:

relative TSR, comparing the Company’s share price for the three-month average to 30 April 2026 versus the constituents of the FTSE 250 (excluding investment trusts)

over the same period. 25% of this component will vest at upper quartile rising on a straight-line basis to 100% at the 15th percentile; and 50% of the Award: Adjusted

basic pre-tax EPS for the year ending April 2026. 25% of this component will vest at 21.5p rising on a straight-line basis to 100% at 23.5p.

11 The performance period will end on 30 April 2027. These awards are subject to the following TSR and Adjusted EPS performance conditions, as 50% of the Award:

relative TSR, comparing the Company’s share price for the three-month average to 30 April 2027 versus the constituents of the FTSE 250 (excluding investment trusts)

over the same period. 25% of this component will vest at upper quartile rising on a straight-line basis to 100% at the 15th percentile; and 50% of the Award: Adjusted

basic pre-tax EPS for the year ending April 2027. 25% of this component will vest at 20.4p rising on a straight-line basis to 100% at 23.4p.

12 The value of awards for the Executive Directors which will become exercisable in FY25 are shown in the single figure of total remuneration table on page 106.

13 All of the above awards excluding the SAYE awards were granted for nil consideration.

14 The LTIP and DSBP awards are subject to malus and clawback provisions and a two-year post-vesting holding period.

15 The market price of the ordinary shares as at 30 April 2025 was 230.0p and the closing range during the year was 151.0p to 277.5p.

Directors’ remuneration report continued

110

Relative TSR performance

The following chart shows the value of £100 invested in the Company on Admission (at the IPO price of 350.0p) compared with the value of

£100 invested in the FTSE 250 Index (excluding Investment Trusts) up to 30 April 2025. This provides the most appropriate and widely

recognised “broad market equity index” for benchmarking the Company’s TSR. As the data becomes available, this chart will be expanded

to contain up to 10 years of TSR data.

Moonpig Group plc FTSE 250 (excluding Investment Trusts)

1 February 2021

30 April 2021

30 April 2022

30 April 2023 30 April 2024

30 April 2025

100

120

140

CEO total remuneration

The table below sets out the CEO’s single figure of total remuneration (rounded up to the nearest £1,000) over the same period as for the

TSR chart above, together with the percentage of annual bonus paid and the vesting of long-term incentives as a percentage of maximum.

Over time, ratios will be provided covering ten years.

FY21 FY22 FY23

FY24

FY25

Total remuneration (£000) £870 £1,439 £6,266 £1,270 £1,610

Annual bonus paid (as % of maximum) 100.0% 94.5% 6.7% 63.1% 75.2%

LTIP vesting (as % of maximum) N/a N/a 100%

12.5% 0

1 The FY23 ratios have been recalculated to reflect the actual share prices at the date of vesting of 50% of the award on 4 July 2023 (148.0p) and of the remaining 50% of

the award on 2 July 2024 (182.4p).

2 This refers to the legacy pre-IPO award.

3 The FY24 ratios have been recalculated to reflect the actual share price at the date of vesting of the LTIP awards on 2 July 2024 (182.4p).

4 The FY25 total remuneration figure includes the value of the LTIP awards based on the Company's share price for the 90-day average to 30 April 2025 (216p) and will

be adjusted in the FY26 report to reflect the actual share price at the date of vesting on 7 July 2025, which is after the date of publication of this report.

Percentage change in Directors’ remuneration

The table below shows the annual percentage change in base salary, benefits and bonus in respect of the Directors of the Company and

the average for all other UK Group employees. Over time, the percentage change over a five-year rolling period will be disclosed.

% change on last year

forFY21–FY22

% change on last year

for FY22–FY23

% change on last year

for FY23–FY24

% change on last year

for FY24–FY25

Director

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Nickyl Raithatha 197.0% 126.0% 0.24 3.0% (11.0%) (92.7%) 0.0% (18.0%) 841.0% 4.0% 11.0% 24.0%

Andy MacKinnon 203.0% 126.0% 1.28 3.0% (11.0%) (92.7%) 0.0% (18.0%) 841.0% 4.0% 11.0% 24.0%

Kate Swann 192.0% N/a N/a 3.0% N/a N/a 3.0% N/a N/a 4.0% N/a N/a

David Keens

214.0% N/a N/a 18.0% N/a N/a 3.0% N/a N/a 4.0% N/a N/a

Susan Hooper 206.0% N/a N/a 3.0% N/a N/a 3.0% N/a N/a 4.0% N/a N/a

Niall Wass 206.0% N/a N/a 3.0% N/a N/a 3.0% N/a N/a 4.0% N/a N/a

ShanMae Teo

N/a N/a N/a N/a N/a N/a 21.0% N/a N/a 4.0% N/a N/a

Average of UK

Group employees

199.0% 99.2% (2.5%) 8.8% 0.0% (92.7%) 3.0% 0.0% 463.6% 5.7% 0.0% 35.0%

1 The comparative figures used for the Board are the actual figures used in the Single figure of total remuneration table on page 106 for FY24 and FY25. For prior years

the figures are those used in the Single figure of total remuneration tables in previous annual reports. All other employee figures are calculated on a cash basis.

2 FY21 was a transition year for the Group, as it moved from being a private to a listed company. The percentage changes set out above are considered to be

representative of that transition rather than underlying remuneration changes from year to year.

3 David Keens received an additional fee as Senior Independent Non-Executive Director from FY23. The fees he received in FY23 as an Independent Non-Executive

Director and as Chair of the Audit Committee increased by 3.0% from FY22.

4 ShanMae Teo was appointed during FY23.

111

CEO pay ratio

The CEO to employee pay ratios are set out below. Over time, 10 years’ ratios will be provided.

25th percentile Median percentile 75th percentile

Financial year Method Pay ratio

Total pay

and benefits

Salary

£ Pay ratio

Total pay

and benefits

Salary

£ Pay ratio

Total pay

and benefits

Salary

FY21 A 45.0:1 19,321 12,782 27.8:1 31,248 20,199 17.2:1 50,752 28,621

FY22 A 25.1:1 57,370 44,033 17.5:1 82,145 62,334 12.9:1 111,114 85,000

FY23

215.5:1

31,600 30,000

125.3:1

54,400 50,000

82.6:1

82,500 75,100

FY24

A 29.8:1 42,600 33,800 18.1:1 70,300 56,500 12.3:1 103,400 82,400

FY25

A 30.6:1 43,200 36,100 17.8:1 74,500 59,600 12.0:1 109,900 86,000

1 The FY23 ratios have been recalculated to reflect the actual share prices at the date of vesting of 50% of the award on 4 July 2023 (148.0p) and of the remaining 50% of

the award on 2 July 2024 (182.4p).

2 The FY24 ratios have been recalculated to reflect the actual share price at the date of vesting of the LTIP awards on 2 July 2024 (182.4p).

3 The FY25 total remuneration figure includes the value of the LTIP awards based on the Company's share price for the 90-day average to 30 April 2025 (216.1p) and will

be adjusted in the FY26 report to reflect the actual share price at the date of vesting on 7 July 2025, which is after the date of publication of this report.

The Committee is satisfied that the median pay ratio for FY25 is consistent with the Group’s wider policies on employee pay, reward and

progression. The CEO receives a greater proportion of his remuneration in performance-related pay, which means that the pay ratio will

vary from year to year according to the outcomes for those pay elements. The higher ratio in FY23 reflects the fact that the financial

performance conditions for the pre-IPO award related to that financial year and were met in full. The full amount of the pre-IPO award was

recognised in CEO pay FY23 (see Note 1 to the table above).

The future movement in the ratio will be considered by the Remuneration Committee as appropriate, noting that volatility in the headline

number is expected as incentive pay outcomes for the CEO are more variable.

Relative importance of spend on pay

The table below illustrates the year-on-year change in total remuneration as per Note 8 to the financial statements compared to the

change in shareholder returns, which would include capital returns, dividends and share repurchases. The year-on-year movement in

employee costs primarily reflects normal annual employee salary increases.

FY25

£000

FY24

£000

change

Employee costs (55,638) (54,755) 1.6%

Distribution to shareholders (28,395) – N/a

Payments for loss of office and/or payments to former Directors (audited)

No payments for loss of office, nor payments to former Directors were made during FY25.

Directors’ remuneration report continued

112

Dilution limits

The Company’s LTIP Plan Rules specify a dilution limit of 5% for discretionary share plans and 10% for all share plans over a 10-year rolling

period. The Company intends to comply with both limits. It also plans to transition during FY26 towards using market purchases of shares by

an Employee Benefit Trust to settle share scheme obligations, provided this remains accretive to EPS.

The Committee will consult with shareholders in 2026 as part of the triennial Remuneration Policy review ahead of the AGM. As part of this,

we intend to explore removing the 5% discretionary scheme limit from the LTIP Plan Rules, in light of recent changes to Investment

Association guidance

. This would provide additional flexibility, without changing the Company’s intention to use market share purchases

wherever this represents best shareholder value.

The table below shows the current and prior year utilisation:

Dilution

(% of issued share capital)

Utilisation of headroom

(% of limit)

FY25 FY24 FY25 FY24

Limit of 5% in any ten years for all discretionary share plans 3.29% 2.59% 65.85% 51.80%

Limit of 10% in any ten years for all share plans 4.54% 2.99% 45.43% 11.00%

Statement of shareholder voting

The votes cast by proxy at AGMs in relation to resolutions regarding Directors’ remuneration are set out in the table below:

Remuneration Policy

(binding vote at 2023 AGM)

Remuneration Report

(advisory vote at 2024 AGM)

Votes % Votes %

Votes in favour 255,413,578 82.15 288,312,396 94.22

Votes against 55,488,648 17.85 17,692,378 5.78

Total votes cast (excluding votes withheld) 310,902,226 100.00 306,004,774 100.00

Votes withheld 3,106 – 385,470 –

113

1 Effective October 2024, the Investment Association updated its Principles of Remuneration, removing the previous 5% dilution limit for discretionary share schemes over a

rolling 10-year period. The only remaining limit is the 10% dilution cap, which applies to all share schemes, including both discretionary and all-employee plans. To date

awards have been satisfied using new issue shares. The Group plans to transition during FY26 towards using market purchases of shares by an Employee Benefit Trust to

settle share scheme obligations, provided this remains accretive to EPS.

Remuneration Policy

This Policy (on pages 108 to 116 of the FY23 Annual Report) was approved by shareholders at the 2023 Annual General Meeting (AGM) and

the Committee intends that it will operate for three years from the 2023 AGM.

Remuneration Policy for Executive Directors

The following table summarises each element of the Policy for the Executive Directors, setting out how each element operates and links to

the corporate strategy with minor updating to assist the reader.

Base Salary

Purpose • To recruit and retain high-calibre Executive Directors.

• Recognise knowledge, skills and experience as well as reflect the scope and size of the role.

Operation • Normally reviewed annually, with any changes usually effective from 1 May. An out-of-cycle review may be

conducted if the Committee determines it is appropriate.

• The current base salaries for the Executive Directors are set out on page 106.

• When setting base salaries, the Committee takes into account a number of factors including (but not limited

to) skills and experience of the individual, the size, scope and complexity of the role, salary increases across

the Group as well as salary levels for comparable roles in other similarly sized companies.

Maximum potential value • There is no maximum salary level.

• Salary increases are normally considered in relation to the wider salary increases across the Group.

• Above workforce increases may be necessary in certain circumstances such as when there has been a

change in role or responsibility or where an Executive Director has been appointed to the Board on an initial

salary which is lower than the desired market positioning.

Performance metrics • Individual performance, as well as the performance of the Group, is taken into consideration as part of the

annual review process.

Pension

Purpose • To provide cost-effective retirement benefits.

Operation • The Executive Directors each currently receive a cash allowance in lieu of pension contribution.

• Pension allowances are normally paid monthly and are not bonusable.

Maximum potential value • The cash allowances in lieu of pension contributions are capped at the rate available to the wider workforce

in the UK (currently 5% of base salary).

• This applies to both current and any future Executive Director.

Performance metrics • Not applicable.

Directors’ remuneration report continued

114

Benefits

Purpose • To provide competitive, cost-effective benefits which helps to recruit and retain Executive Directors.

Operation • Benefits may include insurances such as life, medical and dental and other benefits provided more widely

across the Group from time to time.

• Other benefits, such as relocation expenses or expatriate arrangements, may be provided, as necessary.

• Reasonable business-related expenses (including any tax thereon) will be reimbursed.

Maximum potential value • There is no specific maximum although it is not expected to exceed a normal market level.

• The value of benefits will vary based on the cost to the Company of providing the benefits.

Performance metrics • Not applicable.

Annual Bonus

Purpose • To incentivise and reward for the delivery of annual corporate targets aligned to the business strategy.

• To align with shareholders’ and wider stakeholders’ interests.

Operation • The Annual Bonus is subject to performance measures and objectives set by the Committee for the financial year.

• At the end of the performance period the Committee assesses the extent to which the performance targets

have been achieved and approves the final outcome.

• At least 33% of any bonus earned will be deferred in shares, normally for three years under the DSBP in

respect of which dividend equivalents may apply to the extent such deferred awards vest.

• Malus and clawback provisions apply as set out on page 118.

• Bonus awards are non-pensionable and are payable at the Committee’s discretion.

Maximum potential value • The maximum annual bonus opportunity is 150% of base salary.

• The target annual bonus opportunity is normally set at 50% of the maximum.

• The threshold annual bonus opportunity is up to 25% of the maximum. If the threshold level is not achieved,

no payment will arise.

Performance metrics • The Committee will determine the relevant measures and targets each year taking into account the key

strategic objectives at that time.

• Performance measures may include financial, strategic, operational, sustainability and/or personal

objectives.

• At least 70% of the bonus will be linked to financial measures.

• The Committee sets targets that are challenging, yet realistic in the context of the business environment at the

time and by reference to internal business plans and external consensus. Targets are set to ensure there is an

appropriate level of stretch associated with achieving the top end of the range but without encouraging

inappropriate risk taking.

• The performance measures for FY26 are set out on page 105.

115

Long-Term Incentives

Purpose • To incentivise and reward for the delivery of long-term performance and shareholder value creation.

• To align with shareholders’ interests and to foster a long-term mindset.

Operation • An annual award of performance shares under the LTIP which normally vest after a period of not less than

three years and subject to continued employment and the achievement of performance conditions.

• Vested awards are subject to a further holding period applying at least until the fifth anniversary of grant

during which they may not ordinarily be sold (other than to pay relevant tax liabilities due).

• Dividend equivalents may accrue over the period from grant until the later of vesting and the expiry of any

holding period.

• Malus and clawback provisions apply as set out on page 118.

• Grant values will normally be determined using an averaging period of up to 90 days prior to grant.

Maximum potential value • The core maximum annual award is 250% of salary.

• The Committee expects to normally grant annual awards of 250% of salary to any Executive Director.

• The proportion of the core award which may vest for threshold performance will be no more than 25% of the

maximum award. If the threshold level is not achieved, no payment will arise.

Performance metrics • Performance conditions, weightings and target ranges will be determined prior to grant each year to align

with the Company’s longer-term strategic priorities at that time.

• The measures which may be considered include financial and shareholder value metrics as well as strategic,

non-financial measures. In normal circumstances, financial measures will make up the majority of the

annualbonus.

• Details of the measures applicable for awards granted in relation to FY26 are set out on in the Annual Report

on Remuneration on page 105.

All Employee Share Plans

Purpose • To encourage wider share ownership across all employees, including the Executive Directors.

• To align with shareholders’ interests and to foster a long-term mindset.

Operation • Executive Directors may participate in all employee schemes on the same basis as other eligible employees.

• This includes (i) the Share Incentive Plan (SIP), under which all-employee free share awards were made at

the time of the IPO and (ii) the Save As You Earn (SAYE Scheme) which the Board approved in FY21.

• Both plans have standard terms, which are HMRC approved and allow participants to either purchase or be

granted shares (under the SIP) or enter into a savings contract to purchase shares (under either or both of the

SAYE Scheme or SIP) in a tax-efficient manner.

Maximum potential value • Limits are in line with those set by HMRC.

Performance metrics • Not applicable.

Shareholding Requirements

Purpose • To align with shareholders’ interests and to foster a long-term mindset.

Operation • Executive Directors will normally be expected to retain shares, net of sales to settle tax, until they have met the

required shareholding.

• Progress towards the guideline will be reviewed by the Committee on an annual basis.

• In addition, Executive Directors are expected to hold shares after cessation of employment to the full value of

the shareholding requirement (or the existing shareholding if lower at the time) for a period of two years.

Maximum potential value • The shareholding requirement for Executive Directors is 300% of base salary.

Performance metrics • Not applicable.

Directors’ remuneration report continued

116

Fees policy for Non-Executive Chair and Non-Executive Directors

The following table summarises the fees policy for the Non-Executive Chair and the Non-Executive Director.

Fees

Purpose • To provide a competitive fee to attract Non-Executive Directors who have the requisite skills and experience

to oversee the implementation of the Company’s strategy.

Operation • Fees for the Non-Executive Chair are set by the Committee.

• Fees for the other Non-Executive Directors are set by the Board excluding the Non-Executive Directors.

• Fees are reviewed, albeit not necessarily increased, annually. Fee increases are normally effective from 1 May.

• Fee levels are determined based on an estimate of the expected time commitments of each role and by

reference to comparable fee levels in other companies of a similar size and complexity.

• Additional fees are payable to the Senior Independent Non-Executive Director and Chair of the Audit and

Remuneration Committees to reflect their additional responsibilities. The Non-Executive Director designated

for engagement with the workforce (DNED) for the purposes of the UK Corporate Governance Code will also

be eligible for an additional fee.

• Higher fees may be paid to a Non-Executive Director should they be required to assume executive duties on a

temporary basis.

• The Non-Executive Directors and the Non-Executive Chair are not eligible to receive benefits and do not

participate in pension or incentive plans. Business expenses incurred in respect of their duties (including any

tax thereon) are reimbursed.

Maximum potential value • There is no overall aggregate annual limit for fees payable to the Non-Executive Directors.

Performance metrics • Not eligible to participate in any performance-related elements of remuneration.

Objectives of the Policy

The table below shows, with examples, how the Policy is designed to meet the following required objectives of the Code:

Clarity Remuneration arrangements should be

transparent and promote effective

engagement with shareholders and

theworkforce

• The Policy is designed to be simple and support long-term, sustainable

performance.

• The Policy is clearly set out in this Report and is well understood by

participants and shareholders alike.

• The Policy clearly sets out the limits in terms of quantum, the performance

measures which can be used and discretions which could be applied if

appropriate.

• The Remuneration Committee Chair is available to shareholders at the

AGM or via the Company Secretary to answer any questions on

remuneration arrangements.

Simplicity Remuneration structures should avoid

complexity and their rationale and

operation should be easy to understand

• The Group’s arrangements include fixed pay (salary, benefits and

pension), a market standard annual bonus and a single long-term

incentive plan.

• The details of each are clearly set out in the Policy.

• There are no complex or artificial structures required to deliver the Policy.

Risk Remuneration arrangements should ensure

reputational and other risks from excessive

rewards and behavioural risks that can

arise from target-based incentive plans,

are identified and mitigated

• Appropriate limits are set out in the Policy and within the respective

planrules.

• The Committee retains discretions to override formulaic outturns.

• When considering performance measures and target ranges, the

Committee will take account of the associated risks and liaise with the

Audit Committee, as necessary.

• The long-term nature of a large proportion of pay (through annual bonus

deferral, post-vesting holding periods and post-cessation shareholding

requirements) encourages a long-term, sustainable mindset.

• Comprehensive clawback and malus provisions are in place across all

discretionary incentive plans.

Code factor Description of Code factor Description with examples of how the factors are addressed by the Policy

117

Predictability The range of possible values of rewards to

individual Directors and any other limits or

discretions should be identified and

explained at the time of approving the

policy

• The Policy contains appropriate caps in place for each component of pay.

• The potential reward outcomes are easily quantifiable and are set out in

the illustrations provided in the Policy.

• Performance can be reviewed at regular intervals to ensure there are no

surprises in outcomes at the end of the performance period.

Proportionality The link between individual awards, the

delivery of strategy and the long-term

performance of the Company should be

clear. Outcomes should not reward poor

performance

• Incentive outcomes are contingent on successfully meeting stretching

performance targets which are aligned to the delivery of the Company’s

strategy.

• The heavy weighting towards share-based incentives ensures alignment

with the shareholder experience.

• The Committee considers pay and employment conditions in the wider

workforce when making decisions on executive pay.

• The Committee retains discretions to override formulaic outturns.

Alignment to

culture

Incentive schemes should drive behaviours

consistent with company purpose, values

and strategy

• The Policy encourages performance delivery which is aligned to the

culture within the business. This performance focus is always considered

within an acceptable risk profile.

• The measures used in the variable incentive plans reflect the KPIs of the

business.

• We have all employee share schemes to encourage share ownership by

all employees.

• All employees participate in a bonus scheme.

Code factor Description of Code factor Description with examples of how the factors are addressed by the Policy

Recoupment (malus and clawback)

The Company’s incentive awards include provisions that allow it to cancel or reduce any value due to be delivered (malus) and recover any

value delivered (clawback) under variable awards including the Annual Bonus scheme, the DSBP and the LTIP, in exceptional

circumstances where the value of those variable awards is determined to be no longer appropriate.

A malus or clawback determination may be made by the Committee to the extent that the granting or vesting of an award has been or will

be affected by any of the following circumstances:

• A material misstatement of the Company’s financial results; or

• An error of calculation, inaccurate or misleading information or assumption relating to a performance target and/or other condition; or

• An action or conduct which amounts to fraud or gross misconduct which would have warranted the summary dismissal of the employee;

• An instance of corporate failure (e.g. administration or liquidation) arising from actions taken during the vesting period of an award; or

• Any other circumstance directly arising from actions taken during the vesting period which has a significantly adverse impact on the

Group’s reputation to justify the operation of recoupment.

Clawback may be applied until the third anniversary of the determination of a bonus or the vesting of an LTIP award. This clawback period

is considered appropriate by the Committee because it aligns to the investment cycle of a technology platform business.

Malus and clawback provisions are set out in the terms of the Annual Bonus scheme, the DSBP and the LTIP. All scheme participants must

sign a declaration agreeing to these terms before receiving any award under the LTIP or DSBP. To date, the provisions have not been used.

Directors’ remuneration report continued

118

Statement of consideration of shareholder views

The Committee considers shareholder feedback received in relation to the AGM each year and guidance from shareholder representative

bodies more generally. The Committee consulted with major shareholders covering 60% of the share register on the proposals for the 2023

Remuneration Policy, and as a result of that consultation, the Committee amended its proposals for the TSR performance element of the

LTIP awards. Consultation with shareholders on the triennial 2026 Remuneration Policy will commence in FY26, ahead of that policy being

brought to shareholders for approval at the Company’s AGM to be held in September 2026.

Differences in remuneration policy for Executive Directors and employees in general

All UK employees have the choice of two defined contribution schemes. Employer cost ranges from 3% to 5% of salary.

All Group employees participate in the Annual Bonus scheme, which is operated on terms consistent with those for the Executive Directors.

The LTIP operates for members of the Executive Committee on terms consistent with those for the Executive Directors.

Wider employee ownership is a key objective for the business. As at 30 April 2025 32% (30 April 2024: 47%) of our employees participate in

the Group’s all employee share schemes. The Group makes annual grants under a SAYE scheme and all eligible employees at the time of

the IPO were able to participate in the SIP Scheme.

Statement of consideration of employment conditions elsewhere in the Group

The Committee is provided with an update, at least annually, on pay and employment conditions throughout the Group. This includes

details of base salary increases, bonus award levels, share scheme take up across the Group workforce as well as more information on the

salaries and proposed increases for the Group Leadership Team members and other senior direct reports of the Chief Executive. The

Committee reviews and agrees all grants of share awards.

The Committee maintains regular liaison with the DNED to discuss any remuneration matters relevant to its annual cycle. It also ensures that

DNED sessions with employees include discussions on remuneration, providing an effective channel for employee consultation. Given this

engagement, the Committee considers that formal consultation on remuneration policy is not necessary. Employee engagement scores are

reviewed on an ongoing basis to inform decision-making.

Approved by the Board of Directors and signed on its behalf by the Chair of the Remuneration Committee.

Susan Hooper

Chair of the Remuneration Committee

25 June 2025

119

The Directors present their report, together with the audited consolidated financial statements for the year ended 30 April 2025.

The Directors’ report, together with the Strategic report on pages 1 to 73, represents the management report for the purposes of compliance

with The Disclosure Guidance and Transparency Rules 4.1.R (DGTR).

In accordance with section 414C(11) of the Companies Act 2006 (the Act), the Board has included certain disclosures in the Strategic report

set out below:

Subject matter Page

Future business developments

CEO review pages 6 to 10

Strategy pages 18 to 20

Diversity and inclusion Sustainability pages 47 to 48

Going concern and viability statement Viability statement section pages 70 to 71

Risk management Risk management section pages 62 to 69

Climate-related financial disclosures, greenhouse gas consumption,

energy consumption and energy efficiency action

Sustainability pages 25 to 42

Disabled employees Non-financial information section pages 72 to 73

Employee engagement Section 172(1) statement page 23

Business relationships with suppliers, customers and other stakeholder

engagement

Section 172(1) statement and stakeholder engagement pages 22 to 24

Charitable donations Sustainability page 48

Important events since the financial year-end Note 27 of the Group financial statements page 173

Dividends

The Company declared an interim dividend of 1.0 pence per share (FY24 – nil) on 10 December 2024 which was paid on 20 March 2025.

The Directors have proposed a final ordinary dividend for the year ended 30 April 2025 of 2.0 pence per share (FY24 – nil). The Directors

recommend payment of the final dividend on 20 November 2025 to shareholders on the Register of Members at the close of business on

24October2025, subject to approval at the 2025 AGM.

Compliance with the UK Corporate Governance Code 2018

This Annual Report has been prepared with reference to the UK Corporate Governance Code 2018 (the "Code"). Further information on the

Company’s application of the principles and provisions of the Code can be found in the Corporate governance report on pages 78 to 87.

TheCode is publicly available at www.frc.org.uk. During the year and up to the date of this report, the Company has complied with all

relevant provisions of the Code. The UK Corporate Governance Code 2024 (the "2024 Code") has applied to the Company with effect from

1May2025 (with the exception of Provision 29, which does not apply until the start of our financial year ending 30 April 2027) and the

Company will report on its compliance with the 2024 Code in next year's annual report.

Corporate governance statement

The information that fulfils the requirements of the Corporate governance statement for the purposes of the DGTR can be found in the

corporate governance information on pages 74 to 123 (all of which forms part of this Directors’ report) and in this Directors’ report.

Independent auditors

As reported in last year’s annual report, the Company concluded a tender process for the role of external auditor in respect of the FY26

statutory audit in line with the requirements of the CMA Order, with the Board approving the selection of PricewaterhouseCoopers LLP.

Accordingly, a resolution to reappoint PricewaterhouseCoopers LLP as auditors of the Company will be proposed at the 2025 AGM,

ontherecommendation of the Audit Committee.

Disclosure of information to auditors

The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditors are

unaware. Each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit

information and to establish that the Company’s auditors are aware of that information.

Directors’ report

120

Insurance and indemnities

The Group has maintained Directors’ and Officers’ Liability Insurance cover throughout the year. The Directors can obtain legal or other

relevant advice at the expense of the Company in their capacity as Directors. The Company has also provided a qualifying third-party

indemnity to each Director as permitted by Section 234 of the Act and by the Articles, which remain in force at the date of this report.

Political donations

It is not the policy of the Company to make political donations as contemplated by the Act. However, as a result of broad definitions used in

the Act, normal business activities of the Company, which might not be considered political donations or expenditure in the usual sense, may

possibly be construed as political expenditure or as a donation to a political party or other political organisation and fall within the

restrictions of the Act. This could include sponsorships, subscriptions, payment of expenses, paid leave for employees fulfilling public duties

and support for bodies representing the business community in policy review or reform. The Board obtained renewed shareholder approval

at the Company’s 2024 AGM, in line with best practice, to authorise the Company to make political payments up to a maximum aggregate

amount of £100,000 and intends to propose a similar resolution at the 2025 AGM.

The Group did not make any political donations or incur political expenditure during the reporting year.

Subsidiaries, principal activities and branches

The Company acts as a holding company for its subsidiaries. The Group’s subsidiaries are set out on page 173 of the financial statements.

One of the Group’s principal UK operating subsidiaries, Moonpig.com Limited, currently has one overseas branch in the Bailiwick of

Guernsey.

Share capital

Details of the Company’s share capital, together with details of the movements in share capital during the year, are shown on page 165 of

the accounts. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at

a general meeting of the Company.

Substantial shareholdings

As at 30 April 2025 and as at the date of this report, the following information has been received, in accordance with Rule 5 of the DGTR,

from holders of notifiable interests in the Company’s issued share capital. The information provided below is correct at the date of

notification and represents indirect interests only, with the exception of Liontrust Asset Management plc which represents direct interests.

As at 30 April 2025 As at the date of this report

Holder Number of shares

Voting rights

(%) Number of shares

Voting rights

(%)

Liontrust Asset Management plc 37,911,708 11.16 33,150,651 9.97

Abrdn plc 23,582,759 6.86 23,582,759 6.86

Baillie Gifford & Co 17,779,500 5.17 17,779,500 5.17

BlackRock, Inc 17,530,771 5.17 17,530,771 5.17

FIL Limited 17,473,751 5.09 17,473,751 5.09

Ameriprise Financial, Inc 14,719,209 4.33 14,719,209 4.33

Information provided to the Company pursuant to Rule 5 of the DGTR is published on a Regulatory Information Service and on the

Company’s corporate website at www.moonpig.group.

Articles of Association and powers of the Directors

The Company’s Articles of Association (the “Articles”) contain the rules relating to the powers of the Company’s Directors and their

appointment and replacement mechanisms. Further information is on page 87. The Articles may only be amended by special resolution at a

general meeting of the shareholders. Subject to the Articles and relevant regulatory measures, including the Act, the day-to-day business of

the Group is managed by the Board which may exercise all the powers of the Company. In certain circumstances, including in relation to the

issuing or buying back by the Company of its shares, the powers of the Directors are subject to authority being given to them by

shareholders in general meeting.

121

Authority to purchase own shares

At the AGM held on 18 September 2024, shareholders passed a special resolution in accordance with the Act to authorise the Company to

purchase in the market a maximum of 34,362,148 ordinary shares, representing 10% of the Company’s issued ordinary share capital as at

26June 2024.

On 16 October 2024 the Company announced a share repurchase programme of up to £25.0m for the financial year ended 30 April 2025.

On3 April 2025 the Company announced its intention to return up to £60m excess capital to shareholders during FY26.

As at 30 April 2025 the Company had repurchased 11,377,505 shares of 10 pence each (representing 3.4% of the Company's issued share

capital as at 30 April 2025), for aggregate consideration of £25,000,000 including fees and duty (aggregate value net of fees of

£24,828,020) and the average price paid was 218.2p per ordinary share. Since 1 May 2025 to 24 June 2025, a further 3,293,060 shares of 10

pence each (representing 1.0% of the Company's issued share capital as at 24 June 2025) have been repurchased for aggregate

consideration of £8,196,045 including fees and duty (aggregate value net of fees of £8,139,018) and the average price paid was 247.2p per

ordinary share.

The Group's share repurchase programme has reduced the weighted average number of ordinary shares in issue, used in the calculation

ofearnings per share, to 342.5m for FY25 (FY24 343.1m). The total number of ordinary shares in issue at 30 April 2025 was 333.8m (30 April

2024: 343.6m). Refer to Note 22 to the consolidated financial statements for further details.

Further information on the Company’s share repurchase programme can be found in the CFO review on page 51.

The authority to purchase shares will expire at the forthcoming AGM. The Directors are seeking renewal of the authority, in accordance with

relevant institutional guidelines.

Compensation for loss of office

There are no agreements between the Group and its Directors or employees providing for compensation for loss of office or employment

that occurs because of a takeover bid. There are, however, provisions of the Company’s share plans that may allow options and awards

granted to Directors and employees to vest on completion of a takeover offer.

Significant agreements – change of control

The Group has one significant agreement that would be terminable upon a change of control, namely the £180.0m Revolving Credit Facility

which is described at Note 20 to the financial statements.

On a change of control, any outstanding options and awards granted under the Group’s share schemes would become exercisable, subject

to any performance conditions being met and the terms of the options and awards.

Shares held in the Share Incentive Plan Trust and the Employee Benefit Trust

The trustee of the Trust under which the Company’s Share Incentive Plan (the “SIP”) is operated may vote in respect of shares held in the SIP

Trust, but only as instructed by participants in the SIP in respect of their free share. The trustee will not otherwise vote in respect of shares held

in the SIP Trust. Shares held in the SIP Trust rank pari passu with the shares in issue and have no special rights. No shares are currently held in

the Moonpig Group plc Employee Benefit Trust. Dividends on shares held in the SIP are paid in cash to participants.

Research and development

The Group is engaged in various research and development projects regarding innovating and enhancing its technology platforms and

applications. These are set out in the Strategic report on pages 4 to 73.

Additional disclosures

The following information can be found elsewhere in this document, as indicated in the table below and is incorporated into this report

byreference.

Disclosure Page

Directors’ interests Directors’ Remuneration report page 109

Directors of the Company Board of Directors pages 74 to 75

Dividend policy Non-financial information statement page 72

Financial instruments Financial statements pages 167 to 172

Important events since the financial year-end Events after the balance sheet date (Note 27) page 173

Statement of Directors’ responsibilities Statement of Directors’ responsibilities page 123.

The Directors’ report, which has been prepared in accordance with the requirements of the Companies Act 2006, has been approved by the

Board and signed on its behalf by:

Andy MacKinnon

Chief Financial Officer

25 June 2025

Directors’ report continued

122

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared

the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements

in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101

“Reduced Disclosure Framework” 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 Group and Company and of the profit and loss of the Group for that period. In preparing each of the Group and

Parent Company financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently.

• State whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and

United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any

material departures disclosed and explained in the financial statements.

• Make judgements and accounting estimates that are reasonable and prudent.

• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will

continue in business.

The Directors are responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Parent

Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and

enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

Each of the Directors, whose names and functions are listed in the corporate governance section confirm that, to the best of their

knowledge:

• The Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a

true and fair view of the assets, liabilities, financial position and profit of the Group.

• The Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising

FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company.

• The Strategic report includes a fair review of the development and performance of the business and the position of the Group and

Company, together with a description of the principal risks and uncertainties that they face.

In the case of each Director in office at the date the Directors’ report is approved:

• So far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware.

• They have taken all steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit

information and to establish that the Group’s and Company’s auditors are aware of that information.

Approval of the Annual Report

The Strategic report and the Corporate governance report were approved by the Board on 25 June 2025.

Approved by the Board and signed on its behalf.

Nickyl Raithatha

Chief Executive Officer

25 June 2025

Andy MacKinnon

Chief Financial Officer

25 June 2025

Moonpig Group plc

Registered in England and Wales No. 13096622

Statement of Directors’ responsibilities

in respect of the AnnualReport and Financial Statements

123

Report on the audit of the financial statements

Opinion

In our opinion:

• Moonpig Group plc’s Group financial statements and

Company financial statements (the “financial statements”)

give a true and fair view of the state of the Group’s and of the

Company’s affairs as at 30April2025 and of the Group’s loss

and the Group’s cash flows for the year then ended;

• The Group financial statements have been properly prepared

in accordance with UK-adopted international accounting

standards as applied in accordance with the provisions of the

Companies Act 2006;

• The Company financial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards, including FRS 101 “Reduced Disclosure

Framework”, and applicable law); and

• The financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the

Annual Report and Accounts (the “Annual Report”), which

comprise: the Consolidated and Company balance sheets as at

30April2025; the Consolidated income statement, the

Consolidated statement of comprehensive income, the

Consolidated and Company statement of changes in equity, and

the Consolidated cash flow statement for the year then ended;

and the notes to the financial statements, comprising material

accounting policy information and other explanatory

information.

Our opinion is consistent with our reporting to the Audit

Committee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.

Ourresponsibilities under ISAs (UK) are further described in the

Auditors’ responsibilities for the audit of the financial statements

section of our report. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for

ouropinion.

Independence

We remained independent of the Group in accordance with the

ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the FRC’s Ethical

Standard, as applicable to listed public interest entities, and we

have fulfilled our other ethical responsibilities in accordance with

theserequirements.

To the best of our knowledge and belief, we declare that

non-audit services prohibited by the FRC’s Ethical Standard were

notprovided.

Other than those disclosed in Note 5 – Operating profit, we have

provided no non-audit services to the company or its controlled

undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• The Group operates in five countries, across eight reporting

units.

• We performed a full scope audit over the three significant

components. In addition, we audited specific significant

balances in two additional components. Our work accounted

for 100% of Group revenue and 99% of Group profit before

tax after adjusting items.

Key audit matters

• Impairment of goodwill and intangible assets –

ExperienceMore Limited ("Experiences") (Group)

• Carrying value of investment in subsidiaries (Parent)

• Merchant accrual non-redemption rate (Group)

• Capitalisation of development costs (Group)

Materiality

• Overall Group materiality: £2,982,880 (2024: £2,490,000)

based on 5% of adjusted profit before tax from

continuingoperations.

• Overall company materiality: £8,752,000 (2024: £9,037,000)

based on 1% of total assets.

• Performance materiality: £2,237,160 (2024: £1,867,500)

(Group) and £6,564,000 (2024: £6,778,000) (Company).

The scope of our audit

As part of designing our audit, we determined materiality

andassessed the risks of material misstatement in the

financialstatements.

Key audit matters

Key audit matters are those matters that, in the auditors’

professional judgement, were of most significance in the audit of

the financial statements of the current period and include the

most significant assessed risks of material misstatement (whether

or not due to fraud) identified by the auditors, including those

which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of

the engagement team. These matters, and any comments we

make on the results of our procedures thereon, were addressed

in the context of our audit of the financial statements as a whole,

and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Independent auditors’ report

to the members of Moonpig Group plc

124

Key audit matter How our audit addressed the key audit matter

Impairment of Goodwill and intangible assets – Experience More

Limited ("Experiences") (Group)

Please refer to Note 1 (General information) for critical accounting

judgements and estimates, Note 2 (Summary of significant

accounting policies) and Note 12 (Intangible assets).

As per IAS 36, Goodwill is assessed annually for impairment.

The key areas of audit focus were the assumptions in the value in use

("VIU") model related to revenue growth rates, EBITDA margin,

working capital, the discount and perpetuity growth rate.

At 30 April 2025, the carrying value of the Experiences goodwill

was£80.6m (2024: £137.3m).

The impairment recognised at the half year of£56.7m.

Management prepared a revised impairment assessment as at 30

April 2025.

The impairment model reflects the Board approved budget for FY26

– FY28 using assumptions to build the future net cash flows over two

additional years, culminating with the projection of the 2030 cash

flows into perpetuity using an estimated terminal growth rate.

The conclusion of the impairment assessment was that the carrying

value of the Experiences cash generating unit ("CGU") does not

exceed the VIU.

Consequently, no further impairment over and above the £56.7m

recorded in the half year was deemed necessary.

To address the risk around the carrying value of the Experiences

CGU, we performed the following audit procedures:

• Verified the mathematical accuracy of the model used to estimate

the VIU;

• Assessed the methodology and approach applied by

management in performing its impairment reviews, including the

identification of CGU’s;

• Examined the basis of preparation and methodology used in the

FY26-28 budget and the subsequent two years of cash flows;

• Supported by PwC valuations experts, reviewed management's

discount rate and long term growth rate calculation for

appropriateness;

• Challenged management to provide internal and external market

evidence supporting the key assumptions in the VIU model. We

evaluated these assumptions against historical results,

management’s forecasting accuracy and industry reports;

• Challenged the inputs and assumptions included in the detailed

forecasting period up to FY30 and how these assumptions are

reflected in perpetuity;

• Assessed the appropriateness of how working capital had been

reflected within the model and terminal year;

• Understood the drivers for the impairment in the period and the

key changes in the estimates from the prior year and half year

end; and,

• Assessed management’s sensitivity analysis, and performed our

own, over the key assumptions in the VIU model, particularly

concerning forecast revenue growth rates and the discount rate.

Overall management has concluded that no further impairment is

required, which we consider to be supportable. However, as

outlined in the sensitivity disclosure, the model is sensitive to changes

in key estimates which have been appropriately disclosed.

125

Key audit matter How our audit addressed the key audit matter

Carrying value of investment in subsidiaries (Parent)

Please refer to the notes of the Company Note 1 (General

information) for critical accounting judgements and estimates, Note

2 (Summary of significant accounting policies) and Note 4

(Investments).

As at 30 April 2025 the Company held an investment in a subsidiary

with a carrying value of £845.5m (2023: £845.5m).

The market capitalisation as at 30 April 2025 was £767.8m which is

an indicator of impairment.

Management performed an impairment assessment for the carrying

value of the investment by developing a VIU as at 30 April 2025.

The key areas of audit focus were the assumptions used in the VIU

model related to revenue growth rates, EBITDA margins, working

capital, the discount rate, and perpetuity growth rate.

The impairment model reflects the Board approved budget for FY26

– FY28, and uses assumptions to build the future net cash flows over

an additional two years, culminating with the projection of the 2030

cash flows into perpetuity using an estimated terminal growth rate.

Through this assessment, management determined that the carrying

value of the investment does not exceed the Group’s VIU and

concluded that no impairment was required.

To address the risk surrounding the carrying value of the investment

in the Company, we performed the following audit procedures:

• Verified the mathematical accuracy of the model used to estimate

the Group VIU;

• Assessed the methodology and approach applied by

management in performing its impairment reviews;

• Examined the basis of preparation and methodology used in the

FY26-28 budget and the subsequent two years of cash flows;

• Supported by PwC valuations experts, reviewed management’s

discount rate and long term growth rate calculation

forappropriateness;

• Challenged management to provide internal and external market

evidence for the key assumptions in the Group VIU model.

Theseassumptions were assessed against historic results,

management’s forecasting accuracy and industry reports;

• Challenged the inputs and assumptions included in the detailed

forecasting period up to FY30 and how these assumptions are

reflected in perpetuity, including working capital;

• Compared the total market capitalisation of the Group to the

carrying value of investments and net intercompany debtors,

adjusted for net debt;

• In respect of intercompany balances recoverability, reviewed the

expected cash flows of the associated entity to ensure this is

appropriately recorded and recoverable; and,

• Challenged the appropriateness of the sensitivities management

has presented in its disclosures and performed our own sensitivity

analysis on management’s assumptions in the model, particularly

around the forecast revenue growth rate and the discount rate.

Overall management has concluded that no impairment is required

which we consider to be supportable. However, as set out in the

sensitivity disclosure, the assessment is sensitive to changes in key

estimates which have been appropriatelydisclosed.

Independent auditors’ report continued

126

Key audit matter How our audit addressed the key audit matter

Merchant accrual – non-redemption rate (Group)

Please refer to Note 1 (General information) for critical accounting

judgements and estimates and Note 2 (Summary of significant

accounting policies).

On a monthly basis the number of vouchers that have expired is

compared to the estimate and an adjustment is recorded. The risk is

therefore in respect of the non-redemption rate which determines that

the closing accrual balance is supportable and the revenue

recognised in the period is appropriate.

At 30 April 2025 a merchant accrual of £40.4m was recognised in

relation to Experiences. The amount represents the estimated unpaid

balance to merchant providers on unredeemed vouchers and

excludes the commission and expected voucher non-redemption

already recognised as revenue in the income statement. The

merchant accrual has been discounted to the present value in line

with IFRS 9.

An estimate of the value of vouchers that will not be redeemed,

based on historic rates, is recognised as revenue at the point of sale,

as required under IFRS 15, ‘Revenue from contracts with customers’.

The key area of audit focus was the appropriateness of the non-

redemption rate used.

The audit procedures we performed to address the estimate for the

non-redemption rate within the merchant accrual included the

following:

• Assessed the reasonableness of the non-redemption rate estimate

by challenging management's methodology and performing an

independent recalculation of the rate using underlying historical

data;

• Traced actual in year non-redemptions to the data on which the

non-redemption rate is based;

• Recalculated the element of the merchant accrual impacted by

the non-redemption rate;

• Sensitised management's non-redemption rate assumptions; and,

• Assessed the adequacy of disclosures of financial information,

including the impact of excess non-redemption revenue, and

challenged management on the adequacy of the disclosure

surrounding the merchant accrual.

Based on the above procedures performed, we concur with the

estimate made and disclosure in Note 1 on the sensitivity of the

estimate in the merchant accrual.

127

Key audit matter How our audit addressed the key audit matter

Capitalisation of development costs (Group)

Please refer to Note 1 (General information) for critical accounting

judgements and estimates, Note 2 (Summary of significant

accounting policies), and Note 12 (Intangible assets).

The Group capitalised a total of £11.0m (FY24: £12.6m) of internally

developed intangible assets relating to technology and development

costs during the year. This is made up of £8.0m of additions for

Moonpig and £3.0m for Experiences.

The risk is whether capitalisation of costs is appropriate. The key

areas of audit focus were:

• Judgements around whether the capitalised projects meet all of

the criteria under IAS 38 and around the split between capital

and operational expenditure incurred in relation to the projects;

• Appropriateness of the split of time booked by individuals across

the various projects and the capitalisation rate used;

• The useful economic lives adopted by management for the

amortisation of internally generated intangibles; and

• Risk of impairment/obsolescence over the brought forward

projects if the technology has been superseded during the year.

The audit procedures we performed to address the risk of

capitalisation of internal development costs in intangibles assets were:

• Interviewed the Heads of Engineering and Product teams to

understand the nature and objectives of the key projects

undertaken during the year;

• Corroborated our interviews to timesheet data to verify the

accuracy of the time recorded across various projects, including

how management has appropriately excluded non-capitalisable

time;

• Tested management’s monthly review control around the review

and approval of monthly timesheet reports for accuracy by the

Heads of Engineering and Product;

• Reviewed the supporting documentation in relation to

capitalisation approvals;

• Assessed whether the IAS 38 capitalisation criteria has been met

for a selection of projects by evaluating whether they are in active

use, are technically feasible, and whether economic benefit is

forecast to be generated from the investment. We have also held

discussions with the respective project leads for these projects to

understand the nature and how this improves the current

technology offering;

• Tested the accuracy of the inputs of the capitalisation calculation,

including timesheets, payroll cost rates and invoices for non-

salary costs;

• Assessed the appropriateness of the useful economic life by

comparing it against competitors, projects disposed of earlier than

their useful economic life during the year, and the Group’s viability

statement regarding the normal assessed technology cycle; and,

• Reviewed the appropriateness of the disclosures made in the

financial statements.

Based on the above procedures performed, we concur that costs

incurred in the period in respect of these projects are appropriately

capitalised on the consolidated balance sheet.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a

whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which

theyoperate.

For the purposes of scoping the Group audit, we have performed a full scope audit on three financially significant components (Moonpig,

Greetz and Experiences) that are based in the UK and Netherlands. We performed audit procedures over specific financial statement line

items within the Company and one other component based on their relative value to the rest of the Group, using an allocation of

Groupmateriality.

We have also performed a statutory audit over the Company financial statements using a standalone materiality.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the Group’s

financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk.

We read the disclosures in relation to climate change made in the other information within the Annual Report to ascertain whether the

disclosures are materially consistent with the financial statements and our knowledge from our audit. Our responsibility over other

information is further described in the reporting on other information section of our report. Our procedures did not identify any material

impact as a result of climate risk on the Annual Report.

Independent auditors’ report continued

128

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,

together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit

procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually

and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Company

Overall materiality £2,982,880 (2024: £2,490,000). £8,752,000 (2024: £9,037,000).

How we determined it 5% of adjusted profit before tax from

continuingoperations.

1% of total assets.

Rationale for benchmark

applied

Based on the benchmarks used in the financial

statements, profit before tax is the primary measure

used by the shareholders in assessing the

performance of the Group and is a generally

accepted auditing benchmark. This has been

adjusted for adjusting items in the year which do not

in our view reflect the underlying performance of

thebusiness.

The Company, Moonpig Group plc, is a holding

company of the Group and therefore the materiality

benchmark has been determined based on total

assets, which is a generally accepted auditing

benchmark. Where balances were in scope for the

Group consolidated results, we have restricted the

materiality used in our testing of the balances to 90%

of the Group'smeasure.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of

materiality allocated across components was £555,000 to £2,680,000. Certain components were audited to a local statutory audit

materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature

and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes.

Ourperformance materiality was 75% (2024: 75%) of overall materiality, amounting to £2,237,160 (2024: £1,867,500) for the Group financial

statements and £6,564,000 (2024: £6,778,000) for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £149,000 (Group audit)

(2024: £124,500) and £149,000 (Company audit) (2024: £124,500) as well as misstatements below those amounts that, in our view,

warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group's and the Company’s ability to continue to adopt the going concern basis of

accounting included:

• Critically assessing assumptions in management’s cash flow forecasts. In particular we focused on the revenue and cost growth

assumptions, against both historical performance and third party industry reports;

• Critically assessing assumptions in management’s severe but plausible downside scenario. In particular we focused on the revenue and

cost growth assumptions;

• Comparing past budgets to actual results to assess the directors’ track record of budgeting accurately;

• Obtaining confirmation from lenders of the level of committed financing and the covenant requirements associated with the credit

facilities, including testing of the forecast covenant compliance; and

• Assessing the completeness and accuracy of going concern disclosures.

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 Group's and 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the

Company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to

adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this

report.

129

Reporting on other information

The other information comprises all of the information in the

Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements does

not cover the other information and, accordingly, we do not

express an audit opinion or, except to the extent otherwise

explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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

audit, or otherwise appears to be materially misstated. If we

identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the

financial statements or a material misstatement of the other

information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' report, we

also considered whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the

Companies Act 2006 requires us also to report certain opinions

and matters as described below.

Strategic report and Directors’ report

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

audit, the information given in the Strategic report and Directors'

report for the year ended 30 April 2025 is consistent with the

financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the Group and

Company and their environment obtained in the course of the

audit, we did not identify any material misstatements in the

Strategic report and Directors' report.

Directors’ remuneration

In our opinion, the part of the Directors' remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in

relation to going concern, longer-term viability and that part of

the corporate governance statement relating to the company’s

compliance with the provisions of the UK Corporate Governance

Code specified for our review. Our additional responsibilities

with respect to the corporate governance statement as other

information are described in the Reporting on other information

section of this report.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit, and we

have nothing material to add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a robust

assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those

principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being

managed or mitigated;

• The directors’ statement in the financial statements about

whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their

identification of any material uncertainties to the Group’s and

Company’s ability to continue to do so over a period of at

least twelve months from the date of approval of the

financialstatements;

• The directors’ explanation as to their assessment of the

Group's and Company’s prospects, the period this assessment

covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable

expectation that the company will be able to continue in

operation and meet its liabilities as they fall due over the

period of its assessment, including any related disclosures

drawing attention to any necessary qualifications or

assumptions.

Our review of the directors’ statement regarding the longer-term

viability of the Group and Company was substantially less in scope

than an audit and only consisted of making inquiries and

considering the directors’ process supporting their statement;

checking that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and considering

whether the statement is consistent with the financial statements

and our knowledge and understanding of the Group and Company

and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit,

wehave concluded that each of the following elements of the

corporate governance statement is materially consistent with the

financial statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report,

taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess

the Group’s and Company's position, performance, business

model and strategy;

• The section of the Annual Report that describes the review of

effectiveness of risk management and internal control

systems; and

• The section of the Annual Report describing the work of the

Audit Committee.

We have nothing to report in respect of our responsibility to

report when the directors’ statement relating to the company’s

compliance with the Code does not properly disclose a

departure from a relevant provision of the Code specified under

the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors'

responsibilities in respect of the Annual Report and Financial

Statements, the directors are responsible for the preparation of

the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair

view. The directors are also responsible for such internal control

as they 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 Group’s and 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 Group or the Company or to cease operations, or have no

realistic alternative but to do so.

Independent auditors’ report continued

130

Auditors’ responsibilities for the audit of the

financialstatements

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 auditors’ 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.

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.

Based on our understanding of the Group and industry, we

identified that the principal risks of non-compliance with laws

and regulations related to Data Protection regulations and

employment law, and we considered the extent to which non-

compliance might have a material effect on the financial

statements. We also considered those laws and regulations that

have a direct impact on the financial statements such as the

Companies Act 2006, Listing Rules and UK and Dutch tax

legislation. We evaluated management’s incentives and

opportunities for fraudulent manipulation of the financial

statements (including the risk of override of controls), and

determined that the principal risks were related to posting

inappropriate journal entries to revenue and impacting EBITDA.

The group engagement team shared this risk assessment with

the component auditors so that they could include appropriate

audit procedures in response to such risks in their work. Audit

procedures performed by the group engagement team and/or

component auditors included:

• Discussions with the Directors, the Audit Committee and Legal

Director, including review of legal correspondence and Board

meeting minutes, and consideration of known or suspected

instances of non-compliance with laws and regulations,

andfraud;

• Challenging management on its critical accounting estimates

and judgements;

• Identifying and testing journal entries to address the risk of

inappropriate journals referred to above;

• Considering remuneration incentive schemes and

performance targets for management remuneration; and

• Reviewing the financial statement disclosures and agreeing

to underlying supporting documentation.

There are inherent limitations in the audit procedures described

above. We are less likely to become aware of instances of non-

compliance with laws and regulations that are not closely related

to events and transactions reflected in the financial statements.

Also, the risk of not detecting a material misstatement due to

fraud is higher than the risk of not detecting one resulting from

error, as fraud may involve deliberate concealment by, for

example, forgery or intentional misrepresentations, or through

collusion.

Our audit testing might include testing complete populations of

certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited

number of items for testing, rather than testing complete

populations. We will often seek to target particular items for

testing based on their size or risk characteristics. In other cases,

we will use audit sampling to enable us to draw a conclusion

about the population from which the sample is selected.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and

only for the company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other

purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to

whom this report is shown or into whose hands it may come save

where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you

if, in our opinion:

• we have not obtained all the information and explanations

we require for our audit; or

• adequate accounting records have not been kept by the

company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law

are not made; or

• the company financial statements and the part of the

Directors' remuneration report to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were

appointed by the directors on 18 January 2021 to audit the

financial statements for the year ended 30 April 2021 and

subsequent financial periods. The period of total uninterrupted

engagement is five years, covering the years ended 30 April 2021

to 30 April 2025.

Other matter

The company is required by the Financial Conduct Authority

Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared

under the structured digital format required by DTR 4.1.15R –

4.1.18R and filed on the National Storage Mechanism of the

Financial Conduct Authority. This auditors’ report provides no

assurance over whether the structured digital format annual

financial report has been prepared in accordance with those

requirements.

Christopher Richmond (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP Chartered

Accountants and Statutory Auditors London

25 June 2025

131

			2025			2024
		Before	Adjusting Items		Before	Adjusting Items
		Adjusting Items	(see Note 6)	Total	Adjusting Items	(see Note 6)	Total
	Note	£000	£000	£000	£000	£000	£000
Revenue	3	350,068	–	350,068	341,141	–	341,141
Cost of sales	4	(141,497)	–	(141,497)	(138,608)	–	(138,608)
Gross profit		208,571	–	208,571	202,533	–	202,533
Selling and administrative expenses	5, 6	(132,075)	(64,551)	(196,626)	(125,796)	(11,802)	(137,598)
Other income	5	1,344	–	1,344	1,349	–	1,349
Operating profit		77,840	(64,551)	13,289	78,086	(11,802)	66,284
Finance income	7	158	–	158	198	–	198
Finance costs	7	(10,489)	–	(10,489)	(20,082)	–	(20,082)
Profit before taxation		67,509	(64,551)	2,958	58,202	(11,802)	46,400
Taxation	9	(16,015)	1,977	(14,038)	(14,616)	2,385	(12,231)
Profit/(loss) after taxation		51,494	(62,574)	(11,080)	43,586	(9,417)	34,1 69
Profit/(loss) attributable to:
Equity holders of the Company		51,494	(62,574)	(11,080)	43,586	(9,417)	34,169
Earnings/(loss) per share (pence)
Basic	11	15.0	(18.2)	(3.2)	12.7	(2.7)	10.0
Diluted	11	14.5	(17.7)	(3.2)	12.3	(2.7)	9.6

All activities relate to continuing operations.

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated statement of comprehensive income

For the year ended 30April 2025

		2025	2024
	Note	£000	£000
(Loss)/profit for the year	5	(11,080)	34,169
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations		(668)	30
Cash flow hedge:
Fair value changes in the year	23	7	715
Cost of hedging reserve	23	95	243
Fair value movements on cash flow hedges transferred to the profit or loss	23	(841)	(2,222)
Deferred tax on other comprehensive income	9	185	(95)
Total other comprehensive expense		(1,222)	(1,329)
Total comprehensive (expense)/income for the year		(12,302)	32,840

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated income statement

For the year ended 30April 2025

132

		2025	2024
	Note	£000	£000
Non-current assets
Intangible assets	12	137,310	203,591
Property, plant and equipment	13	23,235	26,900
Other non-current assets	15	1,605	1,611
Financial derivatives	23	–	164
		162,150	232,266
Current assets
Inventories	14	8,480	7,094
Trade and other receivables	15	5,858	6,577
Current tax receivable		844	2,113
Financial derivatives	23	5	838
Cash and cash equivalents	16	12,649	9,644
		27,836	26,266
Total assets		189,986	258,532
Current liabilities
Trade and other payables	17	53,599	51,465
Experiences merchant accrual		40,374	45,274
Provisions for other liabilities and charges	18	2,252	2,073
Current tax payable		3,217	4,211
Contract liabilities	19	5,774	4,008
Lease liabilities	20	3,214	3,257
Borrowings	20	111	73
		108,541	110,361
Non-current liabilities
Trade and other payables	17	2,564	1,552
Borrowings	20	94,985	118,292
Lease liabilities	20	10,284	13,072
Deferred tax liabilities	9	4,287	8,903
Provisions for other liabilities and charges	18	2,542	2,516
		114,662	144,335
Total liabilities		223,203	254,696
Equity
Share capital	22	33,384	34,331
Share premium	22	278,083	278,083
Merger reserve		(993,026)	(993,026)
Retained earnings		609,589	642,056
Other reserves	22	38,753	42,392
Total equity		(33,217)	3,836
Total equity and liabilities		189,986	258,532

The accompanying notes are an integral part of these consolidated financial statements.

The financial statements on pages 132 to 173 were approved by the Board of Directors of Moonpig Group plc (registered number 13096622)

on 25 June 2025 and were signed on its behalf by:

Nickyl Raithatha

Chief Executive Officer

25 June 2025

Andy MacKinnon

Chief Financial Officer

25 June 2025

Consolidated balance sheet

As at 30April 2025

133

		Share	Share	Merger	Retained	Other	Total
		capital	premium	reserve	earnings	reserves	equity
	Note	£000	£000	£000	£000	£000	£000
As at 1 May 2023		34,211	278,083	(993,026)	603,849	43,164	(33,719)
Profit for the year		–	–	–	34,169	–	34,169
Other comprehensive income/(expense):
Exchange differences on translation of foreign
operations		–	–	–	–	30	30
Cash flow hedges:
Fair value changes in the year		–	–	–	–	715	715
Cost of hedging reserve		–	–	–	–	243	243
Fair value movements on cash flow hedges
transferred to profit and loss		–	–	–	–	(2,222)	(2,222)
Deferred tax on other comprehensive income		–	–	–	–	(95)	(95)
Total comprehensive income for the year		–	–	–	34,169	(1,329)	32,840
Share-based payments	21, 22	–	–	–	–	4,179	4,179
Deferred tax on share-based payment transactions		–	–	–	–	536	536
Share options exercised	21, 22	–	–	–	4,038	(4,158)	(120)
Issue of ordinary shares	21, 22	120	–	–	–	–	120
As at 30 April 2024		34,331	278,083	(993,026)	642,056	42,392	3,836
Loss for the year		–	–	–	(11,080)	–	(11,080)
Other comprehensive (expense)/income:
Exchange differences on translation of foreign
operations		–	–	–	–	(668)	(668)
Cash flow hedges:
Fair value changes in the year		–	–	–	–	7	7
Cost of hedging reserve		–	–	–	–	95	95
Fair value movements on cash flow hedges
transferred to profit and loss		–	–	–	–	(841)	(841)
Deferred tax on other comprehensive income		–	–	–	–	185	185
Total comprehensive income/(expense) for the year		–	–	–	(11,080)	(1,222)	(12,302)
Share-based payments	21, 22	–	–	–	–	1,839	1,839
Deferred tax on share-based payment transactions	9	–	–	–	–	1,773	1,773
Current tax on share-based payment transactions		–	–	–	–	32	32
Share options exercised	21, 22	–	–	–	6,270	(6,429)	(159)
Issue of ordinary shares	21, 22	159	–	–	–	–	159
Own shares purchased for cancellation	22	–	–	–	–	(25,000)	(25,000)
Own shares cancelled	22	(1,106)	–	–	(24,262)	25,368	–
Dividends paid to equity holders	10	–	–	–	(3,395)	–	(3,395)
As at 30 April 2025		33,384	278,083	(993,026)	609,589	38,753	(33,217)

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

For the year ended 30April 2025

134

		2025	2024
	Note	£000	£000
Cash flow from operating activities
Profit before taxation		2,958	46,400
Adjustments for:
Depreciation and amortisation	12, 13	26,800	25,729
Impairment of goodwill	6, 12	56,700	–
Loss on disposal of tangible assets		–	4
Loss on foreign exchange		–	272
Net finance costs	7	10,331	19,884
R&D tax credit		(208)	(503)
Share-based payment charges		1,839	4,179
Changes in working capital:
(Increase)/decrease in inventories		(1,386)	5,192
Decrease in trade and other receivables		724	246
Increase/(decrease) in trade and other payables		4,380	(7,924)
(Decrease) in Experiences merchant accrual		(6,753)	(8,230)
Net decrease in trade and other receivables and payables with undertakings formerly under common
control		–	14
Cash generated from operating activities		95,385	85,263
Income tax paid		(16,184)	(10,688)
Net cash generated from operating activities		79,201	74,575
Cash flow from investing activities
Capitalisation of intangible assets	12	(11,051)	(12,782)
Purchase of property, plant and equipment	13	(2,255)	(965)
Bank interest received		158	198
Net cash used in investing activities		(13,148)	(13,549)
Cash flow from financing activities
Proceeds from new borrowings	20	–	157,266
Payment of fees related to borrowings		(400)	(2,070)
Repayment of borrowings	20	(23,343)	(212,000)
Payment of interest rate cap premium		(41)	(150)
Interest paid on borrowings	20	(8,508)	(14,469)
Interest received on swap and cap derivatives		841	2,222
Lease liabilities paid	20	(3,242)	(3,742)
Interest paid on leases	20	(660)	(682)
Own shares purchased for cancellation	22	(24,264)	–
Dividends paid	10	(3,395)	–
Net cash used in financing activities		(63,012)	(73,625)
Net cash flows generated from/(used in) operating, investing and financing activities		3,041	(12,599)
Differences on exchange		(36)	(151)
Increase/(decrease) in cash and cash equivalents in the year		3,005	(12,750)
Net cash and cash equivalents as at 1 May		9,644	22,394
Net cash and cash equivalents as at 30 April		12,649	9,644

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated cash flow statement

For the year ended 30April 2025

135

1 General information

Moonpig Group plc (the “Company” or “Parent Company”) is a public limited company incorporated in the United Kingdom under the

Companies Act 2006, whose shares are traded on the London Stock Exchange. The consolidated financial statements of the Company as

at and for the year ended 30 April 2025 comprise the Company and its interests in subsidiaries (together referred to as the “Group”). The

Company is domiciled in the United Kingdom and its registered address is Herbal House, 10 Back Hill, London, EC1R 5EN, England, United

Kingdom. The Company’s LEI number is 213800VAYO5KCAXZHK83.

Basis of preparation

The consolidated financial statements of Moonpig Group plc have been prepared in accordance with UK adopted international accounting

standards in conformity with the requirements of the Companies Act 2006.

All figures presented are rounded to the nearest thousand (£000), unless otherwise stated.

The consolidated financial statements have been prepared on the going concern basis and under the historical cost convention modified by

revaluation of financial assets and financial liabilities held at fair value through profit and loss.

Basis of consolidation

Subsidiaries are entities over which the Group has control. Control exists when the Group has existing rights that give it the ability to direct

the relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its involvement with the entity.

In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of

subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany transactions and balances between Group companies are eliminated on consolidation.

The financial statements of all subsidiary undertakings are prepared to the same reporting date as the Company. All subsidiary

undertakings have been consolidated.

The subsidiary undertakings of the Company as at 30 April 2025 are detailed at the end of the notes to the consolidated financial

statements on page 173.

Consideration of climate change

In preparing the financial statements, management has considered the potential impacts of climate change, in the context of the TCFD

disclosures included in the Strategic report on pages 29 to 42, in the following areas:

• Going concern and viability of the Group over the next three years.

• Cash flow forecasts used in the impairment assessments of non-current assets including goodwill and other intangible assets.

• Carrying amount and useful economic lives of property, plant and equipment.

As part of our disclosure against the TCFD framework, we have undertaken quantitative scenario analysis of the Group's two principal

transition-related climate risks (pages 33 to 35). The risk of carbon taxation has been incorporated into the sensitivity analysis supporting the

viability, going concern and impairment assessments. The risk of shifting consumer sentiment has not been modelled due to the significant

uncertainty surrounding behavioural and market response assumptions. These uncertainties make any attempt to quantify a specific

financial impact highly speculative and no such estimate can be meaningfully determined at this stage.

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the

Strategic report of the Annual Report and Accounts for the year ended 30 April 2025.

The Group has continued to generate positive operating cash flow and finished the year with liquidity headroom of £95,816,000 (2024:

£69,378,000) comprising gross cash and unutilised committed facilities.

The Group's debt facilities consist of a £180,000,000 committed revolving credit facility (the "RCF"), which now has a maturity date of 28

February 2029. This reflects the exercise during the year of a one-year extension option, which was subsequently approved by the lenders.

Amounts drawn under the RCF bear interest at a floating reference rate plus a margin. The reference rates are SONIA for loans in Sterling,

EURIBOR for loans in Euros and SOFR for loans in US Dollars. As at 30 April 2025 the Group had drawn down £93,000,000 and €4,500,000

of the available revolving credit facility (2024: £113,000,000 and €8,500,000).

The Group hedges its interest rate exposure on a rolling basis. As at the current date, several layered SONIA interest rate cap instruments

are in place with strike rates of between 4.5% and 5.0% on total notional of £50.0m until 31 October 2026. Further details are set out at

Note 20.

Notes to the consolidated financial statements

136

1 General information continued

Going concern continued

The RCF is subject to two covenants, each tested at six-monthly intervals. The leverage covenant, measuring the ratio of net debt to last

twelve months Adjusted EBITDA (excluding share-based payments, as specified in the facilities agreement), is a maximum of 3.0x for the

remaining term of the facility. The interest cover covenant, measuring the ratio of last twelve months Adjusted EBITDA (excluding share-

based payments, as specified in the facilities agreement) to the total of bank interest payable and interest payable on leases, is a minimum

of 3.5x for the term of the facility. The Group has complied with all covenants from entering the RCF until the date of these consolidated

financial statements and is forecast to comply with these during the going concern assessment period.

To support the Group’s assessment of going concern, detailed trading and cash flow forecasts, including forecast liquidity and covenant

compliance, were prepared for the 24-month period to 30 April 2027.

The Directors have also reviewed the severe but plausible scenario described within the viability statement of the Annual Report and

Accounts for the year ended 30 April 2025 in relation to the most severe of the two scenarios modelled. In this scenario, the Group continues

to have sufficient resources to continue in operational existence. In the event that more severe impacts occur, controllable mitigating actions

are available to the Group should they be required.

The Directors also reviewed the results of reverse stress testing performed throughout the going concern and viability periods, to provide

an illustration of the extent to which existing customer purchase frequency and levels of new customer acquisition would need to deteriorate

in order that their cumulative effect should either trigger a breach in the Group’s covenants under the RCF or else exhaust liquidity. The

probability of this scenario occurring was deemed to be remote given the resilient nature of the business model and strong cash conversion

of the Group.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational

existence for at least 12 months from the date of signing these consolidated financial statements. Accordingly, they continue to adopt the

going concern basis in preparing these consolidated financial statements, in accordance with those parts of the Companies Act 2006

applicable to companies reporting under IFRS.

Critical accounting judgements and estimates

In preparing these financial statements, management has made judgements and estimates that affect the application of the accounting

policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and

underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas of judgement which have the greatest potential effect on the amounts recognised in the financial statements are:

Capitalisation of internally generated assets

Certain costs incurred in the developmental phase of an internal project, which include the development of technology, app and platform

enhancements and internally generated software and trademarks, are capitalised as intangible assets if a number of criteria are met. The

costs of internally developed assets include capitalised expenses of employees working full time on software development projects, third-

party firms and software licence fees. Management has made judgements and assumptions when assessing whether development meets

these criteria and on measuring the costs attributed to such projects. The amounts of and movements in, such assets are set out in Note 12.

Useful life of internally generated assets

The estimated useful lives which are used to calculate amortisation of internally generated assets (the Group’s platforms and applications)

are based on the length of time these assets are expected to generate income and be of benefit to the Group. The uncertainty included in

this estimate is that if the useful lives are estimated to differ from the actual useful lives of the intangible assets, this could result in

accelerated amortisation in future years and/or impairments. The economic lives of internally generated intangible assets are estimated at

three years. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. If the

useful life of internally generated assets were estimated to be shorter or longer by one year, than the current useful life of three years, the

net book value would (decrease)/increase by £(6,320,000)/£5,589,000 from the amount recognised as at 30 April 2025. The amounts of

and movements in, such assets are set out in Note 12.

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1 General information continued

Critical accounting judgements and estimates continued

Experiences merchant accrual

At Experiences, which acts as an agent at the point of sale, the merchant accrual has been identified as a significant estimate. When a

voucher is purchased, the expected value of future amounts that will become payable to merchant providers is recognised on the balance

sheet. The Group takes into account historical redemption rates when estimating future payments to merchant providers, with the span

between the upper and the lower ends of the range in historical trends for these rates equivalent to a £3,119,000 movement in the amount

recognised in revenue. The estimates are trued up for actual customer utilisation rates in the year.

Carrying amount of Experiences goodwill

Goodwill is tested annually for impairment. The critical accounting estimates made in the calculation of the recoverable amount are:

• Pre-perpetuity compound annual revenue growth rate of 2.7% (2024: 6.6%).

• Discount rate of 13.5% (2024: 15.1%).

Sensitivity analysis and further disclosure relating to these critical accounting estimates is set out in Note 12.

2 Summary of significant accounting policies

New standards, amendments and interpretations adopted from 1 May 2024

The following amendments are effective for the year beginning 1 May 2024:

• IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback).

• IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current).

• IAS 1 Presentation of Financial Statements (Amendment – Non-current Liabilities with Covenants).

These amendments to various IFRS standards are mandatorily effective for reporting periods beginning on or after 1 May 2024 and had

no material impact on the year-end consolidated financial statements of the Group.

New standards, amendments and interpretations not yet adopted

The following adopted IFRSs have been issued but have not been applied by the Group in these consolidated financial statements.

Their adoption is not expected to have material effect on the financial statements unless otherwise indicated:

The following amendments are effective for the year beginning 1 May 2025:

• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange rates)

The following amendments are effective for the year beginning 1 May 2026:

• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)

The following amendments are effective for the year beginning 1 May 2027:

• IFRS 18 Presentation and Disclosure in the Financial Statements.

The Group is currently assessing the effect of these new accounting standards and amendments.

The principal accounting policies are set out below. Policies have been applied consistently, other than where new policies have been

applied.

a) Foreign currency translation

The consolidated financial statements are presented in Sterling, which is the Group’s presentational currency and are rounded to the

nearest thousand. The income and cash flow statements of Group undertakings that are expressed in other currencies are translated to

Sterling using exchange rates applicable on the dates of the underlying transactions. Average rates of exchange in each year are used

where the average rate approximates the relevant exchange rate on the date of the underlying transactions. Assets and liabilities of Group

undertakings are translated at the applicable rates of exchange at the end of each year.

The differences between retained profits translated at average and closing rates of exchange are taken to the foreign currency translation

reserve, as are differences arising on the retranslation to Sterling (using closing rates of exchange) of overseas net assets at the beginning of

the year and are presented as a separate component of equity. They are recognised in the income statement when the gain or loss on

disposal of a Group undertaking is recognised.

Foreign currency transactions are initially recognised in the functional currency of each entity in the Group using the exchange rate ruling at

the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of

foreign currency assets and liabilities at year-end rates of exchange are recognised in the income statement. Foreign exchange gains or

losses recognised in the income statement are included in operating profit or finance costs / income depending on the underlying

transactions that gave rise to these exchange differences.

Notes to the consolidated financial statements continued

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2 Summary of significant accounting policies continued

b) Revenue

The Group recognises revenue when it has satisfied its performance obligations to external customers and control of the goods has been

transferred. The Group is principally engaged in the sale of greeting cards, physical gifts and gift experiences.

i) Sale of greeting cards and physical gifts

The Group generates revenue from the sale of greeting cards and physical gifts. Shipping and handling is not a separate performance

obligation and any shipping fees charged to the customer are included in the transaction price. The sale of goods and any shipping and

handling represents a single performance obligation which is satisfied upon delivery of the relevant goods and the transfer of control to that

customer. Revenue is measured at the transaction price received net of value added tax and discounts and is reduced for provisions of

customer returns and remakes based on the history of such matters. The cost of shipping is directly associated with generating revenue and

therefore presented within cost of sales.

ii) Subscription revenue

The Group operates subscription membership schemes whereby customers are charged an upfront annual fee in return for discounts on

subsequent greeting card purchases and other ancillary benefits over the following 12-month period. In addition, for new members, the

initial greeting card purchase is typically subject to a discount.

Revenue is measured at the transaction price, which is the standalone selling price of the subscription membership. The membership

contract gives rise to a performance obligation because it grants the customer an option to acquire additional goods and services and that

option provides material rights that the customer would not receive without entering that contract. Revenue is recognised as goods or

services are transferred in line with the exercise of those material rights.

The material rights provided to subscription members currently comprise:

• The discount on the initial greeting card purchase, in the first year of subscription membership only, to the extent that this exceeds the

price that a customer could access through generally available discounts.

• Expected usage of the discount on subsequent card purchases, to the extent that this exceeds the price that a customer could otherwise

access through generally available discounts.

• Expected usage of ancillary benefits, such as free postcards.

iii) Sale of gift experiences

The Group operates a platform for the distribution of gift experience vouchers that may be redeemed for a wide choice of experiences

provided by third-party merchant partners and either gifted or kept for a consumer’s own use. Revenue is recognised when a consumer

purchases a gift experience, acting as an agent at the point of sale. At this point, the Group’s obligations are substantially complete, subject

to a provision for refunds as stipulated in the terms of the sale, as the Group’s merchant partners provide gift experience services, following

redemption either through the Group’s websites or directly with the recipient’s chosen merchant partner.

The amount of revenue recognised primarily comprises the expected value of fees and any other income receivable in accordance with the

Group’s contracts with third-party merchant partners, rather than the gross value of vouchers purchased. This includes an estimate of the

revenue to be recognised in relation to vouchers which are not redeemed based on historical rates.

Each voucher is multi-purpose and can be exchanged for any experience at any point until redemption, on account of which merchants are

not paid a share of the gross value of a voucher until after redemption. The expected value of future amounts that will become payable to

merchants is included within Experiences merchant accrual on the balance sheet and estimates are trued up for actual customer

redemption rates. See further information within critical accounting estimates on page 137. Where non-redemption exceeds the expected

rate for a cohort of vouchers, the Group recognises revenue from the additional unredeemed vouchers and derecognises the accrued

merchant payable once its legal obligations to the merchants expire.

c) Supplier income

The Group enters into agreements with suppliers to share the costs and benefits of promotional activity and volume growth. The Group

receives income from its suppliers based on specific agreements in place. Supplier income received is recognised as a deduction to costs of

sales and directly affects the Group's reported margin. Marketing income earned from suppliers in return for media space is not included in

the Group's definition of supplier income. The types of supplier income recognised by the Group and the associated recognition policies

are:

i) Promotional contributions

Includes supplier contributions to promotional giveaways and other supplier funded promotional activity. Income is recognised as a

deduction to cost of sales over the relevant promotional period. Income is calculated and invoiced at the end of the promotion period

based on actual sales or according to fixed contribution arrangements. Contributions earned, but not invoiced, are accrued at the end of

the relevant period and recognised within trade and other receivables.

ii) Volume-based rebates

Includes annual growth incentives and seasonal contributions. Annual growth incentives are calculated and invoiced at the end of the

financial year, once earned, based on fixed percentage growth targets agreed for each supplier at the beginning of the year. They are

recognised as a reduction in cost of sales in the year to which they related. Other volume-based rebates are agreed with the supplier and

spread over the contract period to which they relate. Contributions earned, but not invoiced, are accrued at the end of the relevant periods.

The uncollected amounts accrued are recognised in trade and other payables net against amounts owed to that supplier as the Group has

the legal right and intention to offset these balances.

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2 Summary of significant accounting policies continued

d) Taxation

Taxation is chargeable on the profits for the year, together with deferred taxation.

The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the

countries where the Group’s subsidiaries operate and generate taxable income.

Deferred taxation is provided in full using the liability method for temporary differences between the carrying amount of assets and liabilities

for financial reporting purposes and the amount used for taxation purposes. A deferred tax asset is recognised only to the extent that it is

probable that future taxable profits will be available against which the asset can be utilised.

Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the balance sheet date and are

expected to apply when the related deferred tax asset is realised, or deferred tax liability is settled. Deferred tax relating to items recognised

outside of profit or loss is also recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction

either in other comprehensive income or directly in equity. Deferred tax assets and liabilities are offset if a legally enforceable right exists to

set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation

authority.

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, in which case it is recognised in the statement of other comprehensive income or the statement of changes in equity.

e) Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the

consideration transferred which is measured at the acquisition date. The acquiree’s identifiable assets, liabilities and contingent liabilities

that meet the conditions for recognition under IFRS 3 Business Combinations are recognised at their fair values at the acquisition date.

Acquisition-related items such as legal or professional fees are recognised as expenses in the year in which the costs are incurred as

Adjusting Items.

f) Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value

of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill relates to the

Greetz and Experiences cash-generating units.

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill

is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be required. Any impairment of

goodwill is recognised immediately in the income statement and is not subsequently reversed. Goodwill is denominated in the currency of

the acquired entity and revalued to the closing exchange rate at each reporting year date.

Goodwill in respect of subsidiaries is included in intangible assets. On disposal of a subsidiary, the attributable amount of goodwill is

included in the determination of the profit or loss on disposal.

g) Intangible assets other than goodwill

i) Separately acquired intangible assets

Intangible assets acquired separately are measured on initial recognition at fair value at the acquisition date, provided they are identifiable

and capable of reliable measurement.

Intangible assets with a finite useful life that are acquired separately are carried at cost less accumulated amortisation and impairment

losses. These intangible assets are amortised on a straight-line basis over their remaining useful lives, consistent with the pattern of

economic benefits expected to be received. The amortisation charge is included within selling and administrative expenses in the income

statement.

ii) Internally generated research and development costs

Research expenditure is charged to the income statement in the year in which it is incurred. Development expenditure is charged to the

income statement in the year it is incurred unless it meets the recognition criteria of IAS 38 Intangible Assets to be capitalised as an intangible

asset.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and

impairment losses. Amortisation begins when development is complete and the asset is available for use; the charge is included within

selling and administrative expenses in the income statement. The estimated useful lives of separately acquired and internally generated

assets are as follows:

	Straight-line amortisation period
Trademark	10 years
Technology and development costs	3 years
Customer relationships	1 to 12 years
Software	3 to 5 years
Other intangibles	2 to 4 years

Notes to the consolidated financial statements continued

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2 Summary of significant accounting policies continued

h) Impairment of non-financial assets

Assets are reviewed for impairment whenever events indicate that the carrying amount of a cash-generating unit or the carrying amounts

of non-financial assets may not be recoverable. In addition, assets that have indefinite useful lives are tested annually for impairment.

An impairment loss is recognised to the extent that the carrying amount exceeds the higher of the asset’s fair value less costs to sell and its

value in use.

A cash-generating unit is the smallest identifiable group of assets that generates cash flows which are largely independent of the cash flows

from other assets or groups of assets. At the acquisition date, any goodwill acquired is allocated to the relevant cash-generating unit or

group of cash-generating units expected to benefit from the acquisition for the purpose of impairment testing of goodwill.

i) Impairment of financial assets held at amortised cost

As permitted by IFRS 9 Financial Instruments, loss allowances on trade receivables arising from the recognition of revenue under IFRS 15

Revenue from Contracts with Customers are initially measured at an amount equal to lifetime expected losses. Allowances in respect of

loans and other receivables are initially recognised at an amount equal to 12-month expected credit losses. Allowances are measured at an

amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after initial recognition.

j) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is calculated on a straight-

line basis to write off the assets over their useful economic life. No depreciation is provided on freehold land. The estimated useful lives are

as follows:

	Straight-line depreciation period
Freehold property	25 years
Plant and machinery	4 years
Fixtures and fittings	4 years
Leasehold improvements	10 years or the unexpired term of lease if lower
Computer equipment	3 years
Right-of-use assets (plant and machinery, land and buildings)	Lease length

Climate change is not considered to materially impact the estimated useful lives of assets. Although extreme weather events could

potentially damage manufacturing and distribution facilities, the probability of this occurring at the Group’s most vulnerable location,

Guernsey, is only 0.2% annually over the expected lifespan of the assets. Furthermore, the Group has flexibility in its production network and

could shift production to other locations to mitigate any business interruptions.

k) Leased assets

Group as lessee

The Group records its lease obligations in accordance with the principles for the recognition, measurement, presentation and disclosures

of leases as set out in IFRS 16. The Group applies IFRS 16 Leases to contractual arrangements which are, or contain, leases of assets and

consequently recognises right-of-use assets and lease liabilities at the commencement of the leasing arrangement, with the asset included

in Note 13 and the liabilities included as part of borrowings in Note 20. The nature of the Group’s leases are offices, warehouses and

printing machinery.

Lease liabilities are initially recognised at an amount equal to the present value of estimated contractual lease payments at the inception

of the lease, after taking into account any options to extend the term of the lease to the extent they are reasonably certain to be exercised.

Lease commitments are discounted to present value using the interest rate implicit in the lease if this can be readily determined, or the

applicable incremental rate of borrowing, as appropriate. Right-of-use assets are initially recognised at an amount equal to the lease

liability, adjusted for initial direct costs in relation to the assets, then depreciated over the shorter of the lease term and their estimated

useful lives.

The Group applies the recognition exemption for leases of low value and short-term leases of 12 months. These leases are not recognised

on the balance sheet but expensed to the income statement on a straight-line basis over the lease term.

Group as lessor

The Group has entered into a sublease agreement as a lessor with respect to part of one of its leasehold properties. This is accounted for

as an operating lease as the lease does not transfer substantially all the risks and rewards of ownership to the lessee.

When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is

classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in

negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis

over the lease term.

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2 Summary of significant accounting policies continued

l) Inventories

Inventories include raw materials and finished goods and are stated at the lower of cost and net realisable value. Cost is based on the

weighted average cost incurred in acquiring inventories and bringing them to their existing location and condition, which will include raw

materials, direct labour and overheads, where appropriate.

m) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, call deposits, cash held by payment service providers 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 changes in value, with a

maturity of three months or less. Cash equivalents relate to cash in transit from various payment processing intermediaries that provide

receipting services to the Group.

For the purposes of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits as defined

above and are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the balance sheet.

n) Financial instruments

The primary objective with regard to the management of cash of the Group’s business model for managing financial assets is to protect

against the loss of principal. Additionally, the Group aims to maximise liquidity by concentrating cash centrally; to align the maturity profile

of external investments with that of the forecast liquidity profile; to wherever practicable, match the interest rate profile of external

investments to that of debt maturities or fixings; and to optimise the investment yield within the Group’s investment parameters.

Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant instrument and

derecognised when it ceases to be a party. Such assets and liabilities are classified as current if they are expected to be realised or settled

within 12 months after the balance sheet date. If not, they are classified as non-current. In addition, current liabilities include amounts where

the entity does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Non-derivative financial assets are classified on initial recognition in accordance with the Group’s business model as investments, loans and

receivables, or cash and cash equivalents and accounted for as follows:

• Loans and other receivables: These are non-derivative financial assets with fixed or determinable payments that are solely payments

of principal and interest on the principal amount outstanding, that are primarily held in order to collect contractual cash flows. These

balances include trade and other receivables and are measured at amortised cost, using the effective interest rate method and stated

net of allowances for credit losses.

• Cash and cash equivalents: Cash and cash equivalents include cash in hand and deposits held on call. Cash equivalents normally

comprise instruments with maturities of three months or less at their date of acquisition. In the cash flow statement, cash and cash

equivalents are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the balance sheet.

Non-derivative financial liabilities, including borrowings and trade payables, are stated at amortised cost using the effective interest

method. For borrowings, their carrying amount includes accrued interest payable. The effective interest method takes into account both the

contractual cash flows and the time value of money. The carrying amount of the financial liability is adjusted over time to reflect the

unwinding of the discount, whereby the discount represents the difference between the initial fair value and the amount paid or received.

The discounting process involves applying a discount rate to the future cash flows associated with the financial liability. The effect of

discounting is recognised as an interest expense in the profit and loss over the expected term of the financial liability.

Derivative financial instruments are used to manage risks arising from changes in interest rates relating to the Group’s external debt. The

Group does not hold or issue derivative financial instruments for trading purposes. The Group uses the derivatives to hedge highly probable

forecast transactions and therefore, the instruments are designated as cash flow hedges.

Derivatives are initially recognised at fair value on the date a contract is entered into and are subsequently remeasured at their fair value at

each reporting date. At inception of designated hedging relationships, the Group documents the risk management objective and strategy

for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument,

including whether the changes in the cash flows of the hedged item and hedging instrument are expected to offset each other.

The effective element of any gain or loss from remeasuring the derivative instrument is recognised in other comprehensive income (OCI) and

accumulated in the hedging reserve (presented in “other reserves” in the statement of changes in equity). Any change in the fair value of

time value of the derivative instrument is also recognised in OCI as part of cash flow hedges and accumulated in the cost of hedging

reserve (presented in “other Reserves” in the statement of changes in equity). Any element of the remeasurement of the derivative instrument

that does not meet the criteria for an effective hedge is recognised immediately in the Group income statement within finance costs.

Notes to the consolidated financial statements continued

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2 Summary of significant accounting policies continued

n) Financial instruments continued

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain

or loss existing in OCI at that time remains in OCI and is recognised when the forecast transaction is ultimately recognised in the income

statement within finance costs. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported

in OCI is recycled to the income statement. The full fair value of a hedging derivative is classified as a non-current asset or liability if the

remaining maturity of the hedged item is more than 12 months or, as a current asset or liability, if the remaining maturity of the hedged item

is less than 12 months.

o) Segmental analysis

The Group is organised and managed based on its segments (Moonpig, Greetz and Experiences). These are the reportable and operating

segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the chief operating

decision maker (CODM), identified as the CEO and CFO, for assessing performance and allocating resources. The prices agreed

between Group companies for intra-group services and fees are based on normal commercial practices which would apply between

independent businesses.

p) Provisions

Provisions are recognised when either a legal or constructive obligation as a result of a past event exists at the balance sheet date, it is

probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate can be made of the

amount of the obligation.

q) Pensions and other post-employment benefits

The Group contributes to defined contribution pensions schemes and payments to these are charged as an expense and accrued over time.

r) Adjusting Items

Adjusting Items are significant items of income or expense which individually or, if of a similar type, in aggregate, are relevant to an

understanding of the Group’s underlying financial performance because of their size, nature or incidence. In identifying and quantifying

Adjusting Items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as an

Adjusting Item. These items are separately disclosed in the segmental analyses or in the notes to the financial statements as appropriate.

The Group believes that these items are useful to users of the consolidated financial statements in helping them to understand the

underlying business performance and are used to derive the Group’s principal non-GAAP measures of Adjusted EBITDA, Adjusted EBIT,

Adjusted PBT and Adjusted EPS, which exclude the impact of Adjusting Items and which are reconciled from operating profit, profit before

taxation and earnings per share.

s) Equity

Called-up share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction

from the proceeds.

Share premium

The amount subscribed for the ordinary shares in excess of the nominal value of these new shares is recorded in share premium. Costs that

directly relate to the issue of ordinary shares are deducted from share premium net of corporation tax.

Merger reserve

The merger reserve of £993,026,000 arose as a result of the Group reorganisation undertaken prior to the Company's listing on the London

Stock Exchange. This reorganisation was accounted for using common control merger accounting. Under this method, the assets and

liabilities of the acquired entities were recognised at their existing carrying amounts rather than at fair value and no goodwill was

recognised. The difference between the consideration paid and the book value of net assets acquired was recorded directly in equity

within the merger reserve.

This accounting treatment was selected in preference to acquisition accounting in order to reflect the continuity of ownership and to present

the Group's financial results on a basis that preserved the historical track record of the underlying trading entities. Had acquisition

accounting been applied, the identifiable net assets would have been remeasured at fair value and a significant goodwill asset would

likely have been recognised, increasing net assets and potentially resulting in the Group reporting positive net assets. However, such

treatment would not have reflected the substance of a restructuring within a commonly controlled group.

The adoption of common control merger accounting has resulted in the recognition of a significant merger reserve on consolidation. The

merger reserve is a debit balance within equity arising from the application of merger accounting and is a significant contributor to the

Group's reported net liabilities position.

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2 Summary of significant accounting policies continued

s) Equity continued

Other reserves

Share-based payment reserve

The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements which have been

recognised within the consolidated income statement. Upon the exercise of share options the cumulative amount recognised in the share-

based payment reserve is recycled to retained earnings, reflecting the transfer of value to the equity of the Company.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related

to hedged transactions that have not yet occurred and the cumulative net change in the fair value of time value on the cash flow hedging

instruments.

Foreign currency translation reserve

The foreign currency translation reserve represents the accumulated exchange differences arising since the acquisition of Greetz from the

impact of the translation of subsidiaries with a functional currency other than Sterling.

Own shares held reserve

The own shares held reserve represents the equity account used to record the cost of the Company's own shares that have been

repurchased. These shares are not considered outstanding for the purposes of calculating earnings per share and do not carry voting rights

or the right to receive dividends while held by the Company. Shares purchased for cancellation are included in the own shares held reserve

until cancellation, at which point the consideration is transferred to retained earnings and the nominal value of the shares is transferred

from share capital to the capital redemption reserve.

Capital redemption reserve

The capital redemption reserve reflects the nominal amount of shares bought back and cancelled.

t) Dividends

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the

dividend is approved by the Company’s shareholders in the case of final dividends, or the date at which they are declared in the case of

interim dividends.

u) Earnings per share

The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary

shareholders by the weighted average number of ordinary shares outstanding during the year. For diluted EPS, the weighted average

number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.

v) Share-based payments

The Group has equity-settled compensation plans.

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the

equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of awards that will eventually vest.

For plans where the vesting conditions are based on a market condition, such as total shareholder return, the fair value at date of grant

reflects the probability that this condition will not be met and therefore is fixed thereafter irrespective of actual vesting.

Fair value is measured using the Black-Scholes and Monte Carlo option pricing model, except where vesting is subject to market conditions

when the Stochastic option pricing model is used. A Chaffe model is used to value the holding period. The expected term used in the

models has been adjusted based on management’s best estimate, for the effects of non-transferability, exercise restrictions and

behavioural considerations.

3 Segmental analysis

The CODM reviews external revenue, gross profit, Adjusted EBITDA and Adjusted EBIT to evaluate segment performance and allocate

resources to the overall business. Adjusted EBITDA and Adjusted EBIT are non-GAAP measures. Adjustments are made to the statutory IFRS

results to arrive at an underlying result which is in line with how the business is managed and measured on a day-to-day basis. Adjustments

are made for items that are individually important in order to understand the financial performance. If included, these items could distort

understanding of the performance for the year and the comparability between periods. Management applies judgement in determining

which items should be excluded from underlying performance. See Note 6 for details of these adjustments.

The Group is organised and managed based on its segments, namely Moonpig (UK, Ireland, Australia and the US), Greetz (Netherlands)

and Experiences (UK). These are the reportable and operating segments for the Group as they form the focus of the Group’s internal

reporting systems and are the basis used by the CODM for assessing performance and allocating resources.

Most of the Group’s revenue is derived from the sale of cards, gifts and related services to consumers, or from the distribution of gift

experiences acting as agent. No single customer accounted for 10% or more of the Group’s revenue.

Finance income and expense are not allocated to the reportable segments, as this activity is managed centrally.

Revenue and trading profit are subject to seasonality and are weighted towards the second half of the year which includes the key peak

periods for the business.

Notes to the consolidated financial statements continued

144

3 Segmental analysis continued

Segmental analysis

The following table shows revenue by segment that reconciles to the consolidated revenue for the Group.

	2025	2024
	£000	£000
Moonpig	262,000	241,326
Greetz	48,854	51,238
Experiences	39,214	48,577
Total external revenue	350,068	341,141

The following table shows revenue by key geography that reconciles to the consolidated revenue for the Group. The geographical split of

revenue is based on the customer's country selection on the website or app at the time of order:

	2025	2024
	£000	£000
UK	289,392	281,217
Netherlands	48,854	51,238
Ireland	4,781	3,899
US	2,169	1,352
Australia	4,872	3,435
Total external revenue	350,068	341,141

The consolidated revenue for the Group was made up as follows:

	2025	2024
	£000	£000
Recognised at a point in time	343,949	338,078
Recognised over time	6,119	3,063
Total external revenue	350,068	341,141

The Group’s measure of segment profit and Adjusted EBIT, excludes Adjusting Items; refer to the APMs section of the Annual Report and

Accounts for the year ended 30 April 2025 for calculation.

	2025	2024
	£000	£000
Moonpig	149,232	133,275
Greetz	22,537	24,132
Experiences	36,802	45,126
Group gross profit	208,571	202,533
Moonpig	81,869	72,709
Greetz	6,456	7,815
Experiences	8,464	15,006
Group Adjusted EBITDA	96,789	95,530
Moonpig	15,060	14,498
Greetz 1	1,606	1,884
Experiences 1	2,283	1,062
Group depreciation and amortisation excluding amortisation on acquired intangibles 1	18,949	17,444
Moonpig	66,809	58,211
Greetz 1	4,850	5,931
Experiences 1	6,181	13,944
Group Adjusted EBIT 1	77,840	78,086

1 Excludes amortisation arising on Group consolidation of intangibles, which is classified as an Adjusting Item – see Note 6.

145

3 Segmental analysis continued

Segmental analysis continued

The following table shows Adjusted EBITDA and Adjusted EBIT that reconciles to the consolidated results of the Group.

		2025	2024
	Note	£000	£000
Adjusted EBITDA		96,789	95,530
Depreciation and amortisation 1		(18,949)	(17,444)
Adjusted EBIT		77,840	78,086
Adjusting items	6	(64,551)	(11,802)
Operating profit		13,289	66,284
Finance income	7	158	198
Finance costs	7	(10,489)	(20,082)
Profit before taxation		2,958	46,400
Taxation charge	9	(14,038)	(12,231)
(Loss)/profit for the year		(11,080)	34,169

1 Depreciation and amortisation excludes amortisation on acquired intangibles of £7,851,000 (2024: £8,285,000) included in Adjusting Items, see Note 6 for more

information.

The following table shows the information regarding assets by segment that reconciles to the consolidated Group.

	2025	2024
	£000	£000
Moonpig
Non-current assets 1	31,632	37,075
Capital expenditure 2	(1,816)	(786)
Intangible expenditure	(7,968)	(9,534)
Depreciation and amortisation	(15,060)	(14,498)
Greetz
Non-current assets 1	20,480	22,984
Capital expenditure 2	(537)	(156)
Intangible expenditure	(17)	–
Depreciation and amortisation	(3,359)	(3,679)
Experiences
Non-current assets 1	108,433	170,433
Capital expenditure 2	(13)	(23)
Intangible expenditure	(3,066)	(3,248)
Depreciation and amortisation	(8,381)	(7,552)
Impairment of goodwill (see Note 12)	(56,700)	–
Group
Non-current assets 1	160,545	230,492
Capital expenditure 2	(2,366)	(965)
Intangible expenditure	(11,051)	(12,782)
Depreciation and amortisation	(26,800)	(25,729)
Impairment of goodwill (see Note 12)	(56,700)	–

1 Comprises intangible assets and property, plant and equipment (inclusive of ROU assets).

2 Includes ROU assets capitalised in each year.

Notes to the consolidated financial statements continued

146

4 Cost of sales

		Re-presented
	2025	2024
	£000	£000
Wages and salaries	(7,233)	(7,972)
Inventories	(50,236)	(48,088)
Shipping and logistics	(80,616)	(79,084)
Depreciation on warehouses and machinery	(3,412)	(3,464)
Total cost of sales	(141,497)	(138,608)

1 In the prior year an amount of £5,778,000 has been reclassified from wages and salaries to shipping and logistics. This amount relates to the labour cost portion of the

Group's third-party fulfilment costs.

5 Operating profit

Nature of expenses charged/(credited) to operating profit from continuing operations:

	2025	2024
	£000	£000
Depreciation on property, plant and equipment	(6,246)	(6,610)
Amortisation of intangible fixed assets 1	(20,554)	(19,119)
IPO-related bonuses	–	(2,367)
Share-based payment charges (excluding National Insurance)	(1,839)	(4,179)
Foreign exchange loss	(135)	(272)
Total net employment costs (excluding share-based payment expense)	(53,799)	(50,576)
Cost of inventories	(50,236)	(48,088)
Other income 2	1,344	1,349
Auditors’ remuneration:
– Fees to auditors for the audit of these consolidated financial statements	(860)	(875)
– Fees to auditors’ firms and associates for local audits	(91)	(88)
Total audit fees expense	(951)	(963)
Fees to auditors’ firms and associates for other services:
– Assurance services	(123)	(139)
	(1,074)	(1,102)

1 Amortisation of intangible assets includes a charge of £7,851,000 (2024: £8,285,000) relating to the amortisation on acquired intangibles, which is classified as an

Adjusting Item as set out in Note 6.

2 Other income relates to the sublease of space at the Group’s head offices at Herbal House to an entity formerly under common control.

During the year, PricewaterhouseCoopers LLP charged the Group as follows:

• In respect of audit-related assurance services: £122,000 (2024: £138,000).

• In respect of non-audit-related services: £1,000 (2024: £1,000).

147

6 Adjusting Items

	2025	2024
	£000	£000
Pre-IPO bonus awards	–	(2,367)
Pre-IPO share-based payment charges	–	(1,150)
Impairment of goodwill (see Note 12)	(56,700)	–
Total adjustments to Adjusted EBITDA	(56,700)	(3,517)
Amortisation on acquired intangibles	(7,851)	(8,285)
Total adjustments to Adjusted EBIT	(64,551)	(11,802)

	2025	2024
	£000	£000
Tax impact of pre-IPO cash bonus-awards	–	593
Tax impact of pre-IPO share-based payment charges	–	(293)
Tax impact of impairment of goodwill	–	–
Tax impact on amortisation of acquired intangibles	1,977	2,085
Tax impact of Adjusting Items	1,977	2,385

Pre-IPO bonus awards

Pre-IPO bonus awards are one-off cash-settled bonuses and the cash component of the Pre-IPO schemes, awarded in relation to the IPO

process that completed during the year ended 30 April 2021. These awards fully vested on 30 April 2024.

Pre-IPO share-based payment charges

Pre-IPO share-based payment charges relate to the Legacy Schemes, Pre-IPO awards that were granted in relation to the IPO process that

completed during the year ended 30 April 2021. These awards fully vested on 30 April 2024.

Amortisation on acquired intangibles

Acquisition amortisation is a non-cash expense relating to intangible assets. These expenses are excluded from Adjusted earnings because

they are non-operational and thus distort the underlying performance of the business. The costs are adjusted for to present a clearer picture

of the Group’s ongoing operational performance.

Cash paid in the year in relation to Adjusting Items totalled £6,004,000 (2024: £4,057,000).

7 Finance income and costs

	2025	2024
	£000	£000
Bank interest receivable	158	198
Interest payable on leases	(660)	(901)
Bank interest payable	(7,705)	(12,258)
Amortisation of capitalised borrowing costs	(525)	(4,604)
Amortisation of interest rate cap premium	(297)	(353)
Interest on discounting of financial liability	(1,832)	(1,568)
Net foreign exchange gain/(loss) on financing activities	530	(398)
Net finance costs	(10,331)	(19,884)

Notes to the consolidated financial statements continued

148

8 Employee benefit costs

The average monthly number of employees (including Directors) during the year was made up as follows:

	2025	2024
	Number	Number
Administration	544	558
Production	126	150
Total employees	670	708

		Re-presented
	2025	2024
	£000	£000
Wages and salaries	(54,745)	(51,435)
Social security costs	(6,469)	(6,752)
Other pension costs	(1,723)	(2,487)
Share-based payment expense	(1,839)	(4,179)
Total gross employment costs	(64,776)	(64,853)
Staff costs capitalised as intangible assets	9,138	10,098
Total net employment costs	(55,638)	(54,755)

	2025	2024
	£000	£000
Staff costs capitalised as intangible assets	9,138	10,098
Subcontractor costs capitalised as intangible assets	1,913	2,484
Total capitalisation of intangible assets (Note 12)	11,051	12,582

1 In the prior year an amount of £2,484,000 relating to subcontractor costs was included in the staff costs capitalised as intangible assets. This comparative figure has

been re-presented to appropriately exclude these costs, whilst reconciling to total capitalisation of intangible assets.

The Group’s employees are members of defined contribution pension schemes with obligations recognised as an operating cost in the

income statement as incurred.

The Group pays contributions into separate funds on behalf of the employee and has no further obligations to employees. The risks

associated with this type of plan are assumed by the member. Contributions paid by the Group in respect of the current year are included

within the consolidated income statement.

9 Taxation

(a) Tax on profit

The tax charge is made up as follows:

	2025	2024
	£000	£000
Profit before taxation	2,958	46,400
Current tax:
UK corporation tax on profit for the year	15,079	13,057
Foreign tax charge	1,415	1,009
Adjustment in respect of prior years	189	(278)
Total current tax	16,683	13,788
Deferred tax:
Origination and reversal of temporary differences	(1,883)	(1,746)
Adjustment in respect of prior years	(762)	189
Total deferred tax	(2,645)	(1,557)
Total tax charge in the income statement	14,038	12,231

149

9 Taxation continued

(b) The tax assessed for the year is higher than the standard UK rate of corporation tax applicable of 25.0% (2024: 25.0%). The differences

are explained below:

	2025	2024
	£000	£000
Profit before taxation	2,958	46,400
Profit on ordinary activities multiplied by the UK tax rate	739	11,600
Effects of:
Non-deductible impairment of goodwill	14,176	–
Expenses not deductible for tax purposes	172	336
Non-taxable income	(420)	(356)
Effect of higher tax rates in overseas territories	9	16
Adjustment in respect of prior years	(573)	(89)
Share-based payments	(65)	736
Other permanent differences	–	(12)
Total tax charge for the year	14,038	12,231

Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction. The increase in the expenses not deductible for tax

purposes relates to the impact of the non-cash impairment charge to Experiences goodwill.

The Adjusted effective tax rate is slightly below 25.0% of Adjusted profit before taxation, reflecting the positive impact of deferred taxation

movements with respect to share-based payment arrangements, driven by increases in the Group's share price (refer to Note 6 and

Alternative Performance Measures on page 181).

						Other short-
	Accelerated					term
	capital	Intangible	Share-based	Right-of-use	Lease	temporary
	allowances	assets	payments	assets	liabilities	differences	Total
	£000	£000	£000	£000	£000	£000	£000
Balance as at 1 May 2024	(1,866)	(9,500)	1,927	(1,183)	1,362	357	(8,903)
Adjustments in respect of prior years	666	(89)	138	–	–	47	762
Adjustments posted through other comprehensive income (OCI)	–	–	–	–	–	185	185
Adjustments posted through equity	–	–	1,773	–	–	–	1,773
Current year credit/(charge) to income statement	657	1,883	(124)	135	(113)	(556)	1,882
Effects of movements in exchange rates	–	14	–	4	(5)	1	14
Balance as at 30 April 2025	(543)	(7,692)	3,714	(1,044)	1,244	34	(4,287)

						Other short-
	Accelerated					term
	capital	Intangible	Share-based	Right-of-use	Lease	temporary
	allowances	assets	payments	assets	liabilities	differences	Total
	£000	£000	£000	£000	£000	£000	£000
Balance as at 1 May 2023	(1,889)	(11,231)	1,192	(1,488)	1,629	809	(10,978)
Adjustments in respect of prior years	(54)	(245)	(256)	1	–	452	(102)
Adjustments posted through other comprehensive income (OCI)	–	59	–	–	–	(154)	(95)
Adjustments posted through equity	–	–	536	–	–	–	536
Current year credit/(charge) to income statement	77	1,923	455	304	(267)	(746)	1,746
Effects of movements in exchange rates	–	(6)	–	–	–	(4)	(10)
Balance as at 30 April 2024	(1,866)	(9,500)	1,927	(1,183)	1,362	357	(8,903)

The main rate of corporation tax for the UK is 25.0% (2024: 25.0%). For the Netherlands companies, the first €200,000 of profits are taxed at

19.0% (2024: 19.0%) and thereafter at 25.8% (2024: 25.8%).

Notes to the consolidated financial statements continued

150

10 Dividends

	2025	2024
	£000	£000
Proposed
Final dividend 2025: 2 .0p (2024: £nil) per ordinary share of £0.10 each	6,677	–
	6,677	–
Amounts recognised as distributions to equity holders
Paid
Interim dividend 2025: 1.0p (2024: £nil) per ordinary share of £0.10 each	3,395	–
	3,395	–

The Directors recommend a final dividend for the year ended 30 April 2025 of 2.0 pence per share (2024: nil pence per share) subject to

shareholder approval at the Annual General Meeting, with an equivalent final dividend charge of £6.7m based on the number of shares in

issue at the end of the financial year (2024: £nil). The final dividend will be paid on 20 November 2025 to all shareholders registered at the

close of business on 24 October 2025. In accordance with IAS 10 'Events after the Reporting Period', the proposed final dividend has not

been accrued as a liability at 30 April 2025.

11 Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of

ordinary shares in issue during the period. For the purposes of this calculation, the weighted average number of ordinary shares in issue

during the period was 342,548,159 (2024: 343,093,868). The period-on-period movement reflects the issue of 1,597,155 (2024: 1,198,394)

shares during the period including the issue of 1,413,971 of shares to satisfy the Group’s obligation to its employees in relation to the vested

second and final tranche of the pre-IPO award in July 2024, the issue of 93,822 shares in respect of vested long-term incentive plan awards,

the issue of 86,371 shares in respect of vested deferred share bonus plan awards and 2,991 in respect of the share save scheme (see Note

21). The issue of shares was offset by 11,061,434 (2024: nil) shares being cancelled during the period through the operation of the Group's

share repurchase scheme (see Note 22). The Group expects to move during FY26 to satisfying share awards through market purchases

rather than through dilution, subject to this remaining EPS-accretive at the prevailing share price.

	2025	2024
Shares in issue	Number of shares	Number of shares
As at 1 May	343,310,015	342,111,621
Issue of shares during the period	1,597,155	1,198,394
Shares cancelled during the period	(11,061,434)	–
As at 30 April	333,845,736	343,310,015

	2025	2024
	Number of shares	Number of shares
Weighted average number of shares for calculating basic earnings per share	342,548,159	343,093,868

Diluted earnings per share

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially

dilutive ordinary shares. The Group has potentially dilutive ordinary shares arising from share options granted to employees under the share

schemes as detailed in Note 21 of these consolidated financial statements.

Adjusted earnings per share

Earnings attributable to ordinary equity holders of the Group for the year, adjusted to remove the impact of Adjusting Items and the tax

impact of these; divided by the weighted average number of ordinary shares outstanding during the year.

	2025	2024
	Number of shares	Number of shares
Weighted average number of shares for calculating basic earnings per share	342,548,159	343,093,868
Weighted average number of dilutive shares	13,593,171	11,693,937
Total number of shares for calculating diluted earnings per share	356,141,330	354,787,805

151

11 Earnings per share continued

	2025	2024
	£000	£000
Basic earnings attributable to equity holders of the Company	(11,080)	34,169
Adjusting Items (see Note 6)	64,551	11,802
Tax on Adjusting Items	(1,977)	(2,385)
Adjusted earnings attributable to equity holders of the Company	51,494	43,586

	2025	2024
Basic earnings per ordinary share (pence)	(3.2)	10.0
Diluted earnings per ordinary share (pence)	(3.2)	9.6
Basic earnings per ordinary share before Adjusting Items (pence)	15.0	12.7
Diluted earnings per ordinary share before Adjusting Items (pence)	14.5	12.3

12 Intangible assets

			Technology
			and
			development	Customer
	Goodwill	Trademark	costs 1	relationships 2	Software	Total
	£000	£000	£000	£000	£000	£000
Cost
As at 1 May 2024	143,622	16,423	39,058	43,238	261	242,602
Additions	–	–	11,037	–	14	11,051
Disposals	–	–	(3,438)	–	–	(3,438)
Foreign exchange	(21)	(30)	–	(39)	–	(90)
As at 30 April 2025	143,601	16,393	46,657	43,199	275	250,125
Accumulated amortisation and impairment
As at 1 May 2024	–	6,375	17,360	15,115	160	39,010
Amortisation charge	–	1,633	12,969	5,848	104	20,554
Disposals	–	–	(3,438)	–	–	(3,438)
Impairment	56,700	–	–	–	–	56,700
Foreign exchange	–	(4)	–	(7)	–	(11)
As at 30 April 2025	56,700	8,004	26,891	20,956	264	112,815
Net book value as at 30 April 2025	86,901	8,389	19,766	22,243	11	137,310

1 Technology and development costs include assets under construction of £5,125,000 (2024: £4,735,000).

2 The opening balance of gross cost and accumulated depreciation has been restated to reflect the transfer between customer relationships and technology and

development costs of historic Greetz technology costs and their subsequent disposal. The asset had a nil net book value as at 1 May 2023 and therefore there is no

impact to the income statement or balance sheet in the current or prior periods.

Notes to the consolidated financial statements continued

152

12 Intangible assets continued

			Technology
			and
			development	Customer
	Goodwill	Trademark	costs 1	relationships	Software	Total
	£000	£000	£000	£000	£000	£000
Cost
As at 1 May 2023	143,811	16,683	30,255	48,071	691	239,511
Additions	–	–	12,582	–	200	12,782
Disposals	–	–	(3,779)	–	(627)	(4,406)
Foreign exchange	(189)	(260)	–	(466)	(3)	(918)
As at 30 April 2024	143,622	16,423	39,058	47,605	261	246,969
Accumulated amortisation and impairment
As at 1 May 2023	–	4,851	10,160	13,486	559	29,056
Amortisation charge	–	1,653	10,979	6,252	235	19,119
Disposals	–	–	(3,779)	–	(627)	(4,406)
Foreign exchange	–	(129)	–	(255)	(7)	(391)
As at 30 April 2024	–	6,375	17,360	19,483	160	43,378
Net book value as at 30 April 2024	143,622	10,048	21,698	28,122	101	203,591

1 Technology and development costs include assets under construction of £4,735,000 (2023: £3,821,000).

(a) Goodwill

Goodwill of £6,333,000 (2024: £6,353,000) relates to the acquisition of Greetz in 2018, recognised within the Greetz CGU. The movement

between periods is a result of foreign exchange revaluation.

Goodwill of £80,568,000 (2024: £137,269,000) relates to the acquisition of Experiences and is allocated to the Experiences CGU. The

movement between periods is a result of a non-cash impairment charge to the goodwill balance of £56,700,000.

(b) Trademark

£2,854,000 (2024: £3,744,000) of the asset balance are trademarks relating to the acquisition of Greetz with finite lives. The remaining

useful economic life at 30 April 2025 on the trademark is 3 years 4 months (2024: 4 years 4 months).

£5,535,000 (2024: £6,304,000) of trademark assets relate to the brands valued on the acquisition of Experiences. The remaining useful

economic life at 30 April 2025 on these trademarks is 7 years and 3 months (2024: 8 years and 3 months).

Technology and development costs of £19,687,000 (2024: £21,227,000) relate to internally developed assets. The costs of these assets

include capitalised expenses of employees working full-time on software development projects and third-party consulting firms. The

remaining useful economic life of these assets at 30 April 2025 ranges from 1 month to 3 years (2024: 1 month to 3 years).

Technology and development costs of £79,000 (2024: £471,000) relate to the acquisition of Experiences and are allocated to the

Experiences CGU. The remaining useful economic life at 30 April 2025 is 3 months (2024: 1 year and 3 months).

(d) Customer relationships

£5,098,000 (2024: £6,041,000) of the asset balance relates to the valuation of existing customer relationships held by Greetz on acquisition.

The remaining useful economic life at 30 April 2025 on these customer relationships is 5 years 4 months (2024: 6 years 4 months).

£17,145,000 (2024: £22,081,000) of customer relationship assets relates to those valued on the acquisition of the Experiences segment. The

remaining useful economic life at 30 April 2025 on these customer relationships is a range of 4 years and 3 months and 1 year and 3 months

(2024: a range between 5 years 3 months and 2 years and 3 months).

(e) Software

Software intangible assets include accounting and marketing software purchased by the Group and software licence fees from third-party

suppliers.

153

12 Intangible assets continued

(f) Annual impairment tests

Goodwill

Goodwill is allocated to two cash-generating units (CGUs), namely the Greetz and Experiences segments, based on the smallest

identifiable group of assets that generates cash inflows independently in relation to the specific goodwill. The recoverable amount of a

CGU or group of CGUs is determined as the higher of its fair value less costs of disposal and its value in use (VIU). In determining VIU,

estimated future cash flows are discounted to their present value.

The Group performed an annual test for impairment of Experiences CGU goodwill as at 30 April 2024, with the results, sensitivity analysis

and narrative disclosure presented on pages 149-150 of the Group's Annual Report and Accounts for the year ended 30 April 2024. Based

on the sensitivity analysis, the Directors identified the impairment assessment as a major source of estimation uncertainty that had a

significant risk of resulting in a material adjustment to the carrying amount within the year ending 30 April 2025. In accordance with

paragraph 125 of IAS 1, the FY24 year-end accounts therefore disclose the quantification of all key assumptions in the value in use estimates

and the impact of plausible changes in each key assumption. As part of this disclosure, the sensitivity of Experiences' goodwill to forecast

revenue growth was highlighted.

During H1 FY25, Experiences trading performance was identified as an indication that Experiences CGU goodwill may be impaired. The

Group therefore estimated the value in use of the Experiences CGU as at 31 October 2024. This exercise determined that the carrying

amount of Experiences goodwill exceeded its recoverable amount and an impairment charge of £56,700,000 was recognised in the

consolidated income statement. The impairment charge has been classified as an Adjusting Item (see Note 6).

The Group performed its annual impairment test of the goodwill allocated to the Greetz and Experiences segments, as at 30 April 2025.

The estimated future cash flows are based on the approved plan, including the FY26 budget, for the three years ending 30 April 2028.

The estimated future cash flows are identical to those used for the viability statement. They have been extended by a further two years

before applying a perpetuity using an estimated long-term growth rate. The assumed 5 year pre-perpetuity projections period represents a

reduction of 12 months from 30 April 2024, aligning with the Group’s policy of reducing the period to 5 years. When estimating value in use,

the Group does not include estimated future cash flows that are expected to arise from improving or enhancing the asset’s performance.

As at 30 April 2025 there has been no amendment to the charge allocated to the Experiences CGU during the year. Based on the sensitivity

analysis performed, the Directors identified the impairment assessment as a major source of estimation uncertainty that had a significant risk

of resulting in a material adjustment to the carrying amount within the year ending 30 April 2026. In accordance with paragraph 125 of IAS

1, the FY25 year-end accounts therefore disclose the quantification of all key assumptions in the value in use estimates and the impact of

plausible changes in each key assumption.

As at 30 April 2025, no impairment charge has been recognised for goodwill allocated to the Greetz CGU. The headroom over carrying

amount is more than adequate and there is no reasonable possible change in key assumptions including those relating to future sales

performance that would lead to an impairment.

Scenario analysis performed as part of the Group’s disclosure against the Task Force on Climate-related Financial Disclosures (TCFD)

(pages 34 to 35) identified two transition-related climate risks with potential revenue and cost implications. The analysis considered three

scenarios: business as usual (>4

C by 2100); an unequal world (2.5

C by 2100); and the Paris Agreement Aligned (1.5

C by 2050), with the

most material risks arising under the Paris Agreement Aligned scenario:

• For the risk of carbon taxation, we modelled the gross (unmitigated) financial impact under a Paris Agreement Aligned scenario,

assuming the introduction of carbon taxes from FY28. Sensitivity analysis indicates headroom / (impairment) of £42.2m and (£12.6m) for

Greetz and Experiences respectively.

• For the risk of shifting consumer sentiment, scenario analysis was conducted to evaluate the potential consequences of different climate

policy pathways. However, the significant uncertainty surrounding behavioural and market response assumptions means that any

attempt to quantify a specific financial impact would be highly speculative, hence no such estimate can be meaningfully determined at

this stage.

The Group has identified the following key assumptions as having the most significant impact on the value in use calculation:

	Greetz CGU		Experiences CGU
	2025	2024	2025	2024
Pre-tax discount rate (%) 1	13.7%	13.5%	13.5%	15.1%
Revenue compound annual growth rate (CAGR) 2	4.8%	8.8%	2.7%	6.6%

1 The discount rate is a pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the cash generating units. The pre-tax

discount rates used to calculate value in use are derived from the Group’s post-tax weighted average cost of capital. The decline in the discount rate from the previous

year is due to reducing the equity premium and betas used in the calculation.

2 The compound annual growth rate represents the average yearly growth rate over the pre-perpetuity period.

3 In the prior year, the pre-perpetuity period of six years was a key assumption as it exceeded the five-year maximum typically presumed under IAS 36, which requires

justification for longer forecast horizons. In FY25 the pre-perpetuity period is five years and therefore no longer constitutes a key assumption.

Notes to the consolidated financial statements continued

154

12 Intangible assets continued

(f) Annual impairment tests continued

Goodwill continued

The Group has performed sensitivity analysis to assess the impact of a change in each key assumption in the VIU. The relevant scenario, in

relation to a revenue decrease, is consistent with the more severe downside scenario (plausible scenario 2) prepared in connection with the

viability statement within the Annual Report and Accounts for the year ended 30 April 2025.

For the goodwill allocated to both the Experiences and Greetz CGU, the Group modelled the impact of a 1%pt increase in the discount rate

and a 2.2%pts decrease in the compound annual growth rate was also modelled for Greetz and Experiences respectively. The decrease in

forecasted revenue sensitivity pushed the growth rates out by one year with a reduction of 10% in Greetz and 10% in Experiences in the first

year. The Group also modelled a scenario in which both of these changes arise concurrently.

The results of this sensitivity analysis are summarised below:

	Greetz CGU		Experiences CGU
	2025	2024	2025	2024
	£m	£m	£m	£m
Original headroom	45.6	80.8	1.6	23.3
Headroom / (impairment) using a discount rate increased by 1%pt	39.1	70.4	(2.5)	11.1
Headroom / (impairment) using a 2.2%pts decrease in the forecast revenue CAGR
1	38.6	54.1	(11.8)	(36.7)
(April 2024: 5.4%pts decrease in forecast CAGR)
Headroom using a pre-perpetuity period reduced by one year 2	N/a	76.3	N/a	8.2
Headroom / (impairment) combining both sensitivity scenarios detailed above	32.8	45.0	(15.2)	(54.6)

1 The compound annual growth rate represents the average yearly growth rate over the pre-perpetuity period.

2 In the prior year, the pre-perpetuity period of six years was a key assumption as it exceeded the five-year maximum typically presumed under IAS 36, which requires

justification for longer forecast horizons. In FY25 the pre-perpetuity period is five years and therefore no longer constitutes a key assumption.

Other finite-life intangible assets

At each reporting year date, the Group reviews the carrying amounts of other finite-life intangible assets to determine whether there is any

indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated

in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual

asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

13 Property, plant and equipment

						Right-of-	Right-of-use
	Freehold	Plant and	Fixtures and	Leasehold	Computer	use assets plant	assets land
	property	machinery	fittings	improvements	equipment	and machinery	and buildings 1	Total
	£000	£000	£000	£000	£000	£000	£000	£000
Cost
As at 1 May 2024	3,905	7,202	4,055	10,535	2,547	1,536	22,160	51,940
Additions	68	1,032	198	514	443	–	111	2,366
Modifications	–	–	–	–	–	251	–	251
Disposals	(5)	–	(80)	(37)	(555)	–	(253)	(930)
Foreign exchange	(2)	(1)	(5)	(4)	(4)	–	(20)	(36)
As at 30 April 2025	3,966	8,233	4,168	11,008	2,431	1,787	21,998	53,591
Accumulated depreciation and impairment
As at 1 May 2024	2,362	4,966	3,348	3,295	2,035	453	8,581	25,040
Depreciation charge	157	1,098	474	1,112	432	534	2,439	6,246
Disposals	(5)	–	(80)	(37)	(555)	–	(253)	(930)
Foreign exchange	–	2	(3)	1	(3)	3	–	–
As at 30 April 2025	2,514	6,066	3,739	4,371	1,909	990	10,767	30,356
Net book value as at 30 April
2025	1,452	2,167	429	6,637	522	797	11,231	23,235

1 The opening balances for cost and accumulated depreciation have been updated to reflect the disposal of a lease that was not reflected in the prior year. The April

2024 balance sheet and income statement were unaffected, as the asset had a net book value of £nil at the time of disposal.

155

13 Property, plant and equipment continued

						Right-of-
						use assets	Right-of-use
	Freehold	Plant and	Fixtures and	Leasehold	Computer	plant and	assets land
	property	machinery	fittings	improvements	equipment	machinery	and buildings	Total
	£000	£000	£000	£000	£000	£000	£000	£000
Cost
As at 1 May 2023	3,905	6,862	4,182	10,482	2,507	1,355	23,374	52,667
Additions	–	468	89	205	203	575	–	1,540
Remeasurements	–	–	–	–	–	–	162	162
Disposals	–	(115)	(170)	(89)	(136)	(366)	(220)	(1,096)
Foreign exchange	–	(13)	(46)	(63)	(27)	(28)	(222)	(399)
As at 30 April 2024	3,905	7,202	4,055	10,535	2,547	1,536	23,094	52,874
Accumulated depreciation and impairment
As at 1 May 2023	2,207	3,958	2,886	2,310	1,642	187	7,166	20,356
Depreciation charge	155	1,130	661	1,079	547	455	2,583	6,610
Disposals	–	(115)	(170)	(89)	(136)	(181)	(220)	(911)
Foreign exchange	–	(7)	(29)	(5)	(18)	(8)	(14)	(81)
As at 30 April 2024	2,362	4,966	3,348	3,295	2,035	453	9,515	25,974
Net book value as at 30 April
2024	1,543	2,236	707	7,240	512	1,083	13,579	26,900

14 Inventories

	2025	2024
	£000	£000
Raw materials and consumables	1,368	1,411
Finished goods	9,704	8,374
Total inventory	11,072	9,785
Less: Provision for write off of:
Raw materials and consumables	(204)	(380)
Finished goods	(2,388)	(2,311)
Net inventory	8,480	7,094

15 Trade and other receivables

	2025	2024
	£000	£000
Current:
Trade receivables	1,647	1,569
Less: provisions	(179)	(243)
Trade receivables – net	1,468	1,326
Other receivables	1,227	2,523
Prepayments	3,163	2,728
Total current trade and other receivables	5,858	6,577

Notes to the consolidated financial statements continued

156

15 Trade and other receivables continued

The movements in provisions are as follows:

	2025	2024
	£000	£000
As at 1 May	(243)	(470)
Charge for the year	–	(32)
Utilised	11	172
Released	53	74
Foreign exchange	–	13
As at 30 April	(179)	(243)

Trade and other receivables are predominantly denominated in the functional currencies of subsidiary undertakings. There is no material

difference between the above amounts for trade and other receivables (including loan receivables) and their fair value due to their

contractual maturity of less than 12 months.

As permitted by IFRS 9, the Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss

allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit

risk characteristics such as ageing of the debt and the credit risk of the customers. A historical credit loss rate is then calculated and

adjusted to reflect expectations about future credit losses. A customer balance is written off when it is considered that there is no reasonable

expectation that the amount will be collected and legal enforcement activities have ceased.

The Group’s credit risk on trade and other receivables is primarily attributable to trade receivables. There are no significant concentrations

of credit risk since the risk is spread over a large number of unrelated counterparties.

The Group’s businesses implement policies, procedures and controls to manage customer credit risk. Outstanding balances are regularly

monitored and reviewed to identify any change in risk profile.

The Group considers its credit risk to be low with Group revenue derived from electronic payment processes (including credit card, debit

card, PayPal, iDEAL and Single Euro Payments Area) executed over the internet, with most receipts reaching the bank accounts in one to

two days.

At 30 April 2025, the Group had net trade receivables of £1,468,000 (2024: £1,326,000). Trade receivables are reviewed regularly for any

risk of impairment and provisions are booked where necessary.

The maximum exposure to credit risk is the trade receivable balance at the year-end. The Group has assessed its exposure below:

Trade receivables ageing

	2025	2024
	£000	£000
Up to 30 days	1,407	1,258
30 to 90 days	22	110
More than 90 days	218	201
Gross	1,647	1,569
Less: provisions	(179)	(243)
Net trade receivables	1,468	1,326

	2025	2024
	£000	£000
Non-current other receivables:
Other receivables	1,605	1,611
Total non-current trade and other receivables	1,605	1,611

Non-current other receivables relate to security deposits in connection with leased property.

157

16 Cash and cash equivalents

	2025	2024
	£000	£000
Cash and bank balances	9,777	6,422
Cash equivalents	2,872	3,222
Total cash and cash equivalents	12,649	9,644

The carrying amount of cash and cash equivalents approximates their fair value. Cash equivalents relate to cash in transit from various

payment processing intermediaries that provide receipting services to the Group.

Cash and cash equivalents are denominated in Pound Sterling or other currencies as shown below.

	2025	2024
	£000	£000
Pound Sterling	8,180	6,303
Euro	3,777	2,981
Australian Dollar	194	190
US Dollar	498	170
Total cash and cash equivalents	12,649	9,644

17 Trade and other payables

	2025	2024
	£000	£000
Current
Trade payables	20,671	14,440
Other payables	1,116	5,515
Other taxation and social security	8,126	8,710
Accruals	23,686	22,800
Total current trade and other payables	53,599	51,465

Trade and other payables are predominantly denominated in the functional currencies of subsidiary undertakings. There are no material

differences between the above amounts for trade and other payables and their fair value due to the short maturity of these instruments.

Payables balances relating to the Experiences merchant accrual are separately disclosed on the face of the balance sheet.

	2025	2024
	£000	£000
Non-current
Other payables	638	638
Other taxation and social security	1,926	914
Total non-current trade and other payables	2,564	1,552

Notes to the consolidated financial statements continued

158

18 Provisions for other liabilities and charges

	Other	Dilapidations
	provisions	provisions	Total
	£000	£000	£000
As at 1 May 2024	2,255	2,334	4,589
Charged in the year	1,469	–	1,469
Utilisation	(390)	(22)	(412)
Release of provisions in the year	(692)	(156)	(848)
Foreign exchange	(1)	(3)	(4)
As at 30 April 2025	2,641	2,153	4,794
Analysed as:
Current	2,252	–	2,252
Non-current	389	2,153	2,542

	Other	Dilapidations
	provisions	provisions	Total
	£000	£000	£000
As at 1 May 2023	1,461	2,569	4,030
Charged in the year	891	–	891
Utilisation	(74)	(215)	(289)
Release of provisions in the year	(15)	–	(15)
Foreign exchange	(8)	(20)	(28)
As at 30 April 2024	2,255	2,334	4,589
Analysed as:
Current	1,894	179	2,073
Non-current	361	2,155	2,516

Current provisions

Includes other provisions primarily relating to royalty provisions, a refund provision and the current portion of the employee sabbatical

provision. The above provisions are due to be settled within the year.

Non-current provisions

Includes dilapidations provisions for the Herbal House head office, the Almere facility in the Netherlands and the Tamworth facility in the

UK. These are classified as non-current due to their expected settlement dates, with the earliest lease expiry among the three locations

occurring in 2027. The balance also includes the non-current portion of the employee sabbatical provision.

19 Contract liabilities

In all material respects, current deferred revenue at 30 April 2024 and 30 April 2025 was recognised as revenue during the respective

subsequent year. Other than business-as-usual movements there were no significant changes in contract liability balances during the year.

Deferred revenue includes the value of advanced orders for future dispatch, the value of goods in transit that are dispatched but not yet

delivered and subscription income that has been received and is to be recognised as future revenue in line with the exercise of material

rights by subscription members.

159

20 Borrowings

	2025	2024
	£000	£000
Current
Lease liabilities	3,214	3,257
Borrowings	111	73
Non-current
Lease liabilities	10,284	13,072
Borrowings	94,985	118,292
Total borrowings and lease liabilities	108,594	134,694

The Group's debt facilities consist of a £180,000,000 committed revolving credit facility (the "RCF"), which now has a maturity date of

28 February 2029. This reflects the exercise during the year of a one-year extension option, which was subsequently approved by the

lenders. Amounts drawn under the RCF bear interest at a floating reference rate plus a margin. The reference rates are SONIA for loans in

Sterling, EURIBOR for loans in Euros and SOFR for loans in US Dollars. As at 30 April 2025 the Group had drawn down £93,000,000 and

€4,500,000 of the available revolving credit facility (2024: £113,000,000 and €8,500,000). There was a foreign exchange impact on

borrowings during the year of £90,000 (2024: £nil).

The amounts drawn under the RCF bear interest at a floating reference rate plus a margin. The reference rates are SONIA for loans in

Sterling, EURIBOR for loans in Euros and SOFR for loans in US Dollars. The Group hedges its interest rate exposure on a rolling basis. As at

the date of this report, layered SONIA interest rate cap instruments are in place with strike rates of between 4.5% and 5.0% on total

notional of £50.0m until 31 October 2026:

Derivative type	Execution dates	Notional amount	Start date	Maturity date	Underlying asset	Strike rate
Interest rate cap	1 August 2022	£50.0m	1/8/2022	30/11/2024	SONIA	3.00%
Interest rate cap	3 April 2024	£50.0m	29/11/2024	31/5/2025	SONIA	5.00%
		£35.0m	1/6/2025	28/11/2025
Interest rate cap	30 January 2025	£15.0m	31/5/2025	28/11/2025	SONIA	4.50%
		£35.0m	29/11/2025	30/4/2026
Interest rate cap	2 June 2025	£15.0m	29/11/2025	30/4/2026	SONIA	4.50%
		£50.0m	1/5/2026	30/10/2026

The RCF is subject to two covenants, each tested at six-monthly intervals. The leverage covenant, measuring the ratio of net debt to last

twelve months Adjusted EBITDA (excluding share-based payments, as specified in the facilities agreement), is a maximum of 3.5x at April

2025 and 3.0x for the remaining term of the facility. The interest cover covenant, measuring the ratio of last twelve months Adjusted EBITDA

(excluding share-based payments, as specified in the facilities agreement) to the total of bank interest payable and interest payable on

leases, is a minimum of 3.5x for the term of the facility. The Group has complied with all covenants from entering the RCF until the date of

these consolidated financial statements and is forecast to comply with these during the going concern assessment period.

Borrowings are repayable as follows:

	2025	2024
	£000	£000
Within one year	111	73
Within one and two years	–	–
Within two and three years	–	–
Within three and four years	94,985	118,292
Within four and five years	–	–
Beyond five years	–	–
Total borrowings 1	95,096	118,365

1 Total borrowings include £111,169 (2024: £73,000) in respect of accrued unpaid interest and are shown net of capitalised borrowing costs of £1,848,000 (2024:

£1,973,000).

Notes to the consolidated financial statements continued

160

20 Borrowings continued

The table below details changes in liabilities arising from financing activities, including both cash and non-cash changes.

		Lease
	Borrowings	liabilities	Total
	£000	£000	£000
As at 1 May 2023	170,520	19,525	190,045
Cash flow	(71,271)	(4,424)	(75,695)
Foreign exchange	–	(129)	(129)
Interest and other 1	19,116	1,357	20,473
As at 30 April 2024	118,365	16,329	134,694
Cash flow	(32,251)	(3,902)	(36,153)
Foreign exchange	(90)	48	(42)
Interest and other 1	9,072	1,023	10,095
As at 30 April 2025	95,096	13,498	108,594

1 Interest and other within borrowings comprises amortisation of capitalised borrowing costs and the interest expense in the year. Interest and other within lease liabilities

comprises modifications to lease liabilities as well as interest on leases as disclosed in Note 7.

21 Share-based payments

Pre-IPO awards

The original awards were granted on 27 January 2021 and comprised two equal tranches, with the vesting of both subject to the

achievement of revenue and Adjusted EBITDA performance conditions for the year ended 30 April 2023 and for participants to remain

employed by the Company over the vesting period. The Group exceeded maximum performance for both measures. Accordingly, the first

tranche vested on 30 April 2023 and was paid in July 2023; the second tranche vested on 30 April 2024 and was paid in May 2024. Given

the constituents of the scheme, no attrition assumption was applied. The scheme rules provided that when a participant left employment,

any outstanding award may have been reallocated to another employee (excluding the Executive Directors). All previous awards vested on

30 April 2024 and all shares outstanding at the beginning of the period were exercised in FY25. There were no further shares granted

during the period and this incentive scheme has now ended.

	2025	2024
	Number	Number
Pre-IPO awards	of shares	of shares
Outstanding as at 1 May	1,413,971	2,616,716
Granted	–	–
Exercised	(1,413,971)	(1,165,744)
Forfeited	–	(37,001)
Outstanding as at 30 April	–	1,413,971
Exercisable as at 30 April	–	1,413,971

The weighted average market value per ordinary share of Pre-IPO options exercised during the year was £1.77 (2024: £1.48).

161

21 Share-based payments continued

Long-Term Incentive Plan (LTIP)

The first grant of these awards was made on 1 February 2021 and vested on 2 July 2024. Half of the share awards granted are subject to a

relative Total Shareholder Return (TSR) performance condition measured against the constituents of the FTSE 250 Index (excluding

Investment Trusts). The other half of the share awards granted are subject to an Adjusted basic pre-tax EPS performance condition

(calculated as Adjusted profit before taxation, divided by the undiluted weighted average number of ordinary shares outstanding during

the year). Participants are also required to remain employed by the Group over the vesting period, with a further holding period applying

until the fifth anniversary of grant for the Executive Directors. An attrition rate adjustment has been applied to reflect the expected number of

participants who will forfeit their awards before vesting. This estimate is based on historical attrition rates and is reviewed at each reporting

date. The share-based payment charge is adjusted accordingly, with any changes recognised in the income statement. Activity in relation

to these awards during the period included new awards granted on 2 July 2024 under the existing scheme which will vest on 2 July 2027

subject to the performance conditions being met.

Consistent with the existing scheme, participants are required to remain employed by the Group over the vesting period. Vesting may arise

sooner where a former employee is a “good leaver” and the Remuneration Committee exercises discretion to permit vesting after cessation

of employment.

The outstanding number of share options at the end of the year is 11,514,466 (2024: 9,326,856), with an expected maximum vesting profile

(stated net of forfeitures since award) as follows:

	FY26	FY27	FY28	Total
Share options granted on 5 July 2022	1,435,771	–	–	1,435,771
Share options granted on 25 October 2022	258,842	–	–	258,842
Share options granted on 4 July 2023	–	2,944,060	–	2,944,060
Share options granted on 19 September 2023	–	3,191,310	–	3,191,310
Share options granted on 2 July 2024	–	–	3,684,483	3,684,483

The below tables give the assumptions applied to the options granted in the period and the shares outstanding:

	July 2024
Valuation model	Stochastic and Black-Scholes and Chaffe
Weighted average share price (pence)	182.00
Exercise price (pence)	0.00
Expected dividend yield	0%
Risk-free interest rate	4.45%/4.23%
Volatility	46.16/44.87%
Expected term (years)	3.00/2.00
Weighted average fair value (pence)	119.26/182.00
Attrition	0%
Weighted average remaining contractual life (years)	2.97

	2025	2024
	Number	Number
LTIP awards	of share options	of share options
Outstanding as at 1 May	9,326,856	3,064,998
Granted	3,962,477	6,991,966
Exercised	(93,822)	–
Forfeited	(1,681,045)	(730,108)
Outstanding as at 30 April	11,514,466	9,326,856
Exercisable as at 30 April	–	–

The weighted average market value per ordinary share of LTIP options exercised during the year was £1.83 (2024: N/a).

Notes to the consolidated financial statements continued

162

21 Share-based payments continued

Deferred Share Bonus Plan (DSBP)

The Group has bonus arrangements in place for Executive Directors and certain key management personnel within the Group whereby a

proportion of the annual bonus is subject to deferral over a period of three years with vesting subject to continued service only. Vesting may

arise sooner where a former employee is a “good leaver” and the Remuneration Committee exercises discretion to permit vesting at

cessation of employment. Given the constituents of the scheme, no attrition assumption was applied.

The outstanding number of share options at the end of the year is 540,885 (2024: 386,842), with an expected vesting profile (stated net of

forfeitures since award) as follows:

	FY26	FY27	FY28	Total
Share options granted on 5 July 2022	255,593	–	–	255,593
Share options granted on 4 July 2023	–	44,878	–	44,878
Share options granted on 2 July 2024	–	–	240,414	240,414

	July 2024
Valuation model	Black-Scholes
Weighted average share price (pence)	182.00
Exercise price (pence)	0.00
Expected dividend yield	0%
Risk-free interest rate	N/a
Volatility	N/a
Expected term (years)	3.00
Weighted average fair value (pence)	182.00
Attrition	0%
Weighted average remaining contractual life (years)	3.42

	2025	2024
	Number	Number
DSBP	of share options	of share options
Outstanding as at 1 May	386,842	392,289
Granted	240,414	47,164
Exercised	(86,371)	(32,650)
Forfeited	–	(19,961)
Outstanding as at 30 April	540,885	386,842
Exercisable as at 30 April	–	–

The weighted average market value per ordinary share of DSBP options exercised during the year was £2.05 (2024: £1.59).

Save As You Earn (SAYE)

The Group operates a SAYE scheme for all eligible employees, under which participants are granted an option to purchase ordinary shares

in the Company at an option price set at a 20% discount to the average market price over the three days prior to the invitation date. Options

vest after a three-year period, provided the participant enters into a savings contract with fixed monthly contributions for the same duration.

The FY22 awards were granted on 3 September 2021 and vested on 1 October 2024, with a six-month exercise period following vesting.

These awards are subject only to a continued employment condition over the vesting period. During the year, the Group granted FY25

awards on 26 July 2024, which will potentially vest on 1 October 2027 on the same terms.

163

21 Share-based payments continued

The outstanding number of share options at the end of the year is 1,059,706 (2024: 1,009,635), with an expected vesting profile (stated net of

forfeitures since award) as follows:

	FY26	FY27	FY28	Total
Share options granted on 8 September 2022	146,995	–	–	146,995
Share options granted on 28 July 2023	–	670,001	–	670,001
Share options granted on 26 July 2024	–	–	242,710	242,710

The below tables give the assumptions applied to the options granted in the year and the shares outstanding:

	July 2024
Valuation model	Black-Scholes
Weighted average share price (pence)	215.50
Exercise price (pence)	150.00
Expected dividend yield	0%
Risk-free interest rate	4.21%
Volatility	43.99%
Expected term (years)	3.43
Weighted average fair value (pence)	90.87
Attrition	15%
Weighted average remaining contractual life (years)	2.17

	2025	2025	2024	2024
	Number	Weighted	Number	Weighted
	of share	average	of share	average
	options	exercise price	options	exercise price
SAYE		(£)		(£)
Outstanding as at 1 May	1,009,635	1.37	783,819	1.78
Granted	272,636	1.50	842,552	1.17
Exercised	(2,991)	1.17	–	–
Cancelled	(142,228)	1.46	(616,736)	1.62
Forfeited	(77,346)	2.01	–	–
Outstanding as at 30 April	1,059,706	1.31	1,009,635	1.37
Exercisable as at 30 April	–	–	1,111	1.62

Volatility assumptions

The fair values of the DSBP awards are equal to the share price on the date of award as there is no price to be paid and employees are

entitled to dividend equivalents. For awards with a market condition, volatility is calculated over the period commensurate with the

remainder of the performance period immediately prior to the date of grant. For all other conditions, volatility is calculated over the period

commensurate with the expected term. As the Company had only recently listed, a proxy volatility equal to the median volatility of the FTSE

250 (excluding Investment Trusts) over the respective periods has been used. Consideration has also been made to the trend of volatility to

return to its mean, by disregarding extraordinary periods of volatility.

Share-based payment expense

Share-based payments expenses recognised in the income statement:

	2025	2024
	£000	£000
Pre-IPO awards	–	1,152
LTIP	2,734	2,340
SAYE	294	455
DSBP	443	305
Share-based payments expense 1	3,471	4,252

1 The £3,471,000 (2024: £4,252,000) stated above is presented inclusive of employer’s National insurance contributions of £1,632,000 (2024: £92,000). This is made up of

contributions of £276,000 (2024: £790,000) and an additional charge of £1,356,000 (2024: a release of £698,000) in relation to a true up of NI at year-end based on

market share price data.

Notes to the consolidated financial statements continued

164

22 Share capital and reserves

The Group considers its capital to comprise its ordinary share capital, share premium, merger reserve, retained earnings and other reserves.

Quantitative detail is shown in the consolidated statement of changes in equity. The Directors’ objective when managing capital is to

safeguard the Group’s ability to continue as a going concern in order to provide returns for the shareholder and benefits for other

stakeholders.

Called-up share capital

Ordinary share capital represents the number of shares in issue at their nominal value. Ordinary shares in the Company are issued, allotted

and fully paid up.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at

meetings of the Company. The shareholding as at 30 April 2025 is:

	2025	2025	2024	2024
	Number of shares	£000	Number of shares	£000
Allotted, called-up and fully paid ordinary shares of £0.10 each As at 1 May 2024	343,310,015	34,331	342,111,621	34,211
Issue of shares during the period	1,597,155	159	1,198,394	120
Shares cancelled during the period	(11,061,434)	(1,106)	–	–
As at 30 April 2025	333,845,736	33,384	343,310,015	34,331

In the year ended 30 April 2025, the Company commenced a share repurchase programme. By resolutions passed at the 2024 AGM, the

Company’s shareholders generally authorised the Company to repurchase up to maximum of 34,362,148 of its ordinary shares. The share

repurchase programme was announced on 16 October 2024 and commenced on 5 November 2024. In the year ended 30 April 2025, a

total of 11,377,505 (2024: nil) ordinary shares of £0.10 were purchased and 11,061,434 of these shares purchased were subsequently

cancelled. The 316,017 of shares not cancelled as at 30 April 2025 were transferred to the registrar for cancellation post year-end. The

average price paid was 218.2p with a total consideration paid (including fees of £174,000) of £25,000,000 (2024: £nil). On cancellation the

consideration was transferred from the own shares held reserve (within other reserves) to retained earnings and the nominal value of the

shares transferred from share capital to the capital redemption reserve.

In the year ended 30 April 2025, 1,597,155 ordinary shares (2024: 1,198,394) were issued for the settlement of share-based payments. The

Group expects to move during FY26 to satisfying share awards through market purchases rather than through dilution, subject to this

remaining EPS-accretive at the prevailing share price.

Share premium

Share premium represents the amount over the par value which was received by the Company upon the sale of the ordinary shares. Upon

the date of listing the par value of the shares was £0.10 whereas the initial offering price was £3.50. Share premium is stated net of direct

costs of £736,000 (2024: £736,000) relating to the issue of the shares.

Merger reserve

The merger reserve of £993,026,000 arose as a result of the Group reorganisation undertaken prior to the Company's listing on the London

Stock Exchange. This reorganisation was accounted for using common control merger accounting. Under this method, the assets and

liabilities of the acquired entities were recognised at their existing carrying amounts rather than at fair value and no goodwill was

recognised. The difference between the consideration paid and the book value of net assets acquired was recorded directly in equity within

the merger reserve.

This accounting treatment was selected in preference to acquisition accounting in order to reflect the continuity of ownership and to present

the Group's financial results on a basis that preserved the historical track record of the underlying trading entities. Had acquisition

accounting been applied, the identifiable net assets would have been remeasured at fair value and a significant goodwill asset would likely

have been recognised, increasing net assets and potentially resulting in the Group reporting positive net assets. However, such treatment

would not have reflected the substance of a restructuring within a commonly controlled group.

The adoption of common control merger accounting has resulted in the recognition of a significant merger reserve on consolidation. The

merger reserve is a debit balance within equity arising from the application of merger accounting and is a significant contributor to the

Group's reported net liabilities position.

Other reserves

Other reserves represent the share-based payment reserve, the foreign currency translation reserve, the hedging reserve, own shares held

reserve and the capital redemption reserve.

Share-based payment reserve

The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements which have been

recognised within the consolidated income statement. Upon the exercise of share options the cumulative amount recognised in the share-

based payment reserve is recycled to retained earnings, reflecting the transfer of value to the equity of the Company.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related

to hedged transactions that have not yet occurred and the cumulative net change in the fair value of time value on the cash flow

hedging instruments.

165

22 Share capital and reserves continued

Other reserves continued

Foreign currency translation reserve

The foreign currency translation reserve represents the accumulated exchange differences arising since the acquisition of Greetz from the

impact of the translation of subsidiaries with a functional currency other than Sterling.

Own shares held reserve

The own shares held reserve represents the equity account used to record the cost of the Company's own shares that have been

repurchased. These shares are not considered outstanding for the purposes of calculating earnings per share and do not carry voting rights

or the right to receive dividends while held by the Company. Shares purchased for cancellation are included in the own shares held reserve

until cancellation, at which point the consideration is transferred to retained earnings and the nominal value of the shares is transferred

from share capital to the capital redemption reserve.

Capital redemption reserve

The capital redemption reserve reflects the nominal amount of shares bought back and cancelled.

		Foreign
	Share-based	currency			Capital
	payment	translation	Hedging	Own shares	redemption	Total other
	reserve	reserve	reserve	held reserve	reserve	reserves
	£000	£000	£000	£000	£000	£000
As at 1 May 2023	42,211	(928)	1,881	–	–	43,164
Other comprehensive income:
Exchange differences on translation of foreign operations	–	30	–	–	–	30
Cash flow hedges:
Fair value changes in the year	–	–	715	–	–	715
Cost of hedging reserve	–	–	243	–	–	243
Fair value movements on cash flow hedges transferred to profit
and loss	–	–	(2,222)	–	–	(2,222)
Deferred tax on other comprehensive income	–	–	(95)	–	–	(95)
Share-based payment charge (excluding National Insurance)	4,179	–	–	–	–	4,179
Deferred tax on share-based payment transactions	536	–	–	–	–	536
Share options exercised	(4,158)	–	–	–	–	(4,158)
As at 30 April 2024	42,768	(898)	522	–	–	42,392
As at 1 May 2024	42,768	(898)	522	–	–	42,392
Other comprehensive income/(expense):
Exchange differences on translation of foreign operations	–	(668)	–	–	–	(668)
Cash flow hedges:
Fair value changes in the year	–	–	7	–	–	7
Cost of hedging reserve	–	–	95	–	–	95
Fair value movements on cash flow hedges transferred to profit
and loss	–	–	(841)	–	–	(841)
Deferred tax on other comprehensive income	–	58	127	–	–	185
Share-based payment charge (excluding National Insurance)	1,839	–	–	–	–	1,839
Deferred tax on share-based payment transactions	1,773	–	–	–	–	1,773
Current tax on share-based payment transactions	32	–	–	–	–	32
Share options exercised	(6,429)	–	–	–	–	(6,429)
Own shares purchased for cancellation	–	–	–	(25,000)	–	(25,000)
Own shares cancelled	–	–	–	24,262	1,106	25,368
As at 30 April 2025	39,983	(1,508)	(90)	(738)	1,106	38,753

Notes to the consolidated financial statements continued

166

23 Financial instruments and related disclosures

Accounting classifications and fair values

The amounts in the consolidated balance sheet and related notes that are accounted for as financial instruments and their classification

under IFRS 9, are as follows:

	Note	2025	2024
		£000	£000
Financial assets at amortised cost:
Current assets
Trade and other receivables 1	15	2,695	3,849
Cash	16	12,649	9,644
Non-current assets
Trade and other receivables	15	1,605	1,611
Financial assets at fair value:
Current assets
Financial derivatives		5	838
Non-current assets
Financial derivatives		–	164
		16,954	16,106
Financial liabilities at amortised cost:
Current liabilities
Trade and other payables 2	17	45,473	42,755
Merchant accrual		40,374	45,274
Lease liabilities	20	3,214	3,257
Borrowings	20	111	73
Non-current liabilities
Trade and other payables 2	17	638	638
Lease liabilities	20	10,284	13,072
Borrowings	20	94,985	118,292
		195,079	223,361

1 Excluding prepayments.

2 Excluding other taxation and social security (as not classified as financial liabilities).

The fair values of each class of financial assets and liabilities is the carrying amount, with the exception of borrowings, based on the

following assumptions:

Trade receivables, trade payables and borrowings	The fair value approximates to the carrying amount, predominantly, because of the
	short maturity of these instruments.
Forward currency contracts	The fair value is determined using the mark to market rates at the reporting date and
	the outright contract rate.
Interest rate caps	The fair value is determined by discounting the estimated future cash flows at a market
	rate that reflects the current market assessment of the time value if money and the risks
	specific to the instrument.

The fair values of bank loans and other loans approximates to the carrying value, as reported in the balance sheet, gross of amortised costs

of £1,848,000 (2024: £1,973,000). This is because most borrowings are at floating interest rates, with payments reset to market rates at

intervals of less than one year.

167

23 Financial instruments and related disclosures continued

Fair value hierarchy

Financial instruments carried at fair value are required to be measured by reference to the following levels:

• Level 1: quoted prices in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

All financial instruments carried at fair value have been measured by reference to Level 2.

Financial risk management

The Group has exposure to the following risks arising from financial instruments:

• Credit risk.

• Liquidity risk.

• Market risk.

i) Risk management framework

In line with the Group's Risk Appetite statement, it aims to manage financial risk prudently by balancing cost efficiency with acceptable risk.

It does not use financial instruments for speculation and retains discretion to hedge exposures within the limits of its Treasury Policy.

ii) Credit risk

Credit risk is the risk of financial loss if a counterparty fails to discharge its contractual obligations under a customer contract or

financial instrument.

• The Group’s credit risk from its operations primarily arises from trade and other receivables. This risk is assessed as low, as the balances

are short maturity, arise principally as a result of high volume, low value transactions and have no significant concentration as there is no

counterparty balance that represents a significant credit risk concentration.

• The Group’s credit risk on cash and cash equivalents is considered to be low. Financial assets are held with bank, financial institution or

government counterparties that have a long-term credit rating of A3 or higher from Moody’s Investor Services and/or a long-term credit

rating of A- or higher from Standard & Poor’s. The Group’s treasury policy is to monitor cash (when applicable deposit balances) daily

and to manage counterparty risk whilst also ensuring efficient management of the Group’s RCF.

Further information on the credit risk management procedures applied to trade receivables is given in Note 15 and to cash and cash

equivalents in Note 16. The carrying amounts of trade receivables and cash and cash equivalents shown in those notes represent the

Group’s maximum exposure to credit risk.

iii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities that are

settled by delivering cash. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient

liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation.

Cash flow forecasting is performed centrally with rolling forecasts of the Group’s liquidity requirements regularly monitored to ensure it has

sufficient cash to meet operational needs. The Group’s revenue model results in a strong level of cash conversion allowing it to service

working capital requirements.

The Group’s sources of borrowing for liquidity purposes comprise a committed RCF of £180,000,000, which now has a maturity date of

28 February 2029. This reflects the exercise during the year of a one-year extension option, which was subsequently approved by the

lenders. Lease liabilities are also reported in borrowings.

Liquidity risk management requires that the Group continues to operate within the financial covenants set out in its facilities. The RCF is

subject to two covenants, each tested at six-monthly intervals. The leverage covenant, measuring the ratio of net debt to last twelve months

Adjusted EBITDA (excluding share-based payments, as specified in the facilities agreement), is a maximum of 3.0x for the remaining term of

the facility. The interest cover covenant, measuring the ratio of last twelve months Adjusted EBITDA (excluding share-based payments, as

specified in the facilities agreement) to the total of bank interest payable and interest payable on leases, is a minimum of 3.5x for the term of

the facility. Covenant forecasting is performed centrally, with regular monitoring to ensure that the Group continues to expect to meet its

financial covenants.

Notes to the consolidated financial statements continued

168

23 Financial instruments and related disclosures continued

Financial risk management continued

iii) Liquidity risk continued

The following tables sets out the anticipated contractual cash flows including interest payable for the Group’s financial liabilities and

derivative instruments on an undiscounted basis. Where interest payments are calculated at a floating rate, rates of each cash flow until

maturity of the instruments are calculated based on the forward yield curve prevailing at the respective year-ends. All derivative contracts

are presented on a net basis:

	Due within	Due within	Due between	Due after		As at
Contractual cash flows	1 year	1 and 3 years	3 and 5 years	5 years	Total	30 April 2025
2025	£000	£000	£000	£000	£000	£000
Borrowings 1	–	–	96,833	–	96,833	94,985
Interest on borrowings	5,909	11,135	4,544	–	21,588	111
Lease capital repayments	3,214	5,280	2,353	2,651	13,498	13,498
Lease future interest payments	516	567	280	113	1,476	–
Merchant accrual	42,918	–	–	–	42,918	40,374
Trade and other financial liabilities 2	45,473	638	–	–	46,111	46,111
Non-derivative financial liabilities	98,030	17,620	104,010	2,764	222,424	195,079
Interest rate caps	5	–	–	–	5	5
Derivative financial liabilities	5	–	–	–	5	5

	Due within	Due within	Due between	Due after		As at
Contractual cash flows	1 year	1 and 3 years	3 and 5 years	5 years	Total	30 April 2024
2024	£000	£000	£000	£000	£000	£000
Borrowings 1	–	–	120,266	–	120,266	118,292
Interest on borrowings	8,025	15,364	6,031	–	29,420	73
Lease capital repayments	3,257	6,251	3,085	3,736	16,329	16,329
Lease future interest payments	655	843	371	229	2,098	–
Merchant accrual	48,133	–	–	–	48,133	45,274
Trade and other financial liabilities 2	42,755	638	–	–	43,393	43,393
Non-derivative financial liabilities	102,825	23,096	129,753	3,965	259,639	223,361
Interest rate caps	935	92	–	–	1,027	1,002
Derivative financial liabilities	935	92	–	–	1,027	1,002

1 For the purpose of these tables, borrowings are defined as gross borrowings excluding lease liabilities and fair value of derivative instruments.

2 Consists of trade and other payables that meet the definition of financial liabilities under IAS 32 (excluding merchant accrual, which is split out separately above).

IFRS 7 requires the contractual future interest cost of a financial liability to be included within the above table. As disclosed in Note 20 of

these consolidated financial statements, borrowings are currently drawn under a revolving credit facility and repayments can be made at

any time without penalty. As such there is no contractual future interest cost. However, included in the above table is the expected future

interest payments based on the Group's drawings and existing hedging as at the balance sheet date and forecasted SONIA and EURIBOR

rates.

The merchant accrual contractual cash flows amount due within one year represents the undiscounted gross value. The contractual cash

flows being due within one year is different from the forecast cash flow profile used to discount the liability under IFRS 9. Amounts are due

when the customer redeems the voucher which is outside of the control of the Group, hence its classification as a current liability and its

contractual cash flows being within one year. However, historical redemption periods show that actual redemptions differ from the

contractual period and therefore on a forecast basis the cash flows span more than one year, as a result the liability is discounted.

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

169

23 Financial instruments and related disclosures continued

Financial risk management continued

iv) Market risk

Currency risk

Currency risk involves the potential for financial loss arising from changes in foreign exchange rates:

• Translation risk is exposure to changes in values of items in the financial statements caused by translating items into Sterling. This is the

Group’s principal currency exposure in view of its overseas operations.

• Transaction risk arises from changes in exchange rates from the time a foreign currency transaction is entered into until it is settled.

This is relevant to the Group’s operating activities outside the UK, which are generally conducted in local currency. Transaction risk is

not considered significant, as the Group primarily transacts in Sterling and Euros and generates cash flows in each currency which are

sufficient to cover operating costs.

• Other currency exposures comprise currency gains and losses recognised in the income statement, relating to other monetary assets and

liabilities that are not denominated in the functional currency of the entity involved. At 30 April 2025 and 30 April 2024, these exposures

were not material to the Group.

The Group applies strategies to management currency risk which may include the use of forward contracts to purchase Euros, US Dollars

and Australian Dollars in exchange for Sterling and/or draw-down of the RCF in Euros, US Dollars or Australian Dollars to provide a natural

hedge. There was a foreign exchange gain on borrowings during the year of £90,000.

Interest rate risk

Interest rate risk involves the potential for financial loss arising from changes in market interest rates. The Group is exposed to interest rate

risk arising from borrowings under the revolving credit facility, which incurs interest at a floating reference rate plus a margin. The reference

rates are SONIA for loans in Sterling, EURIBOR for loans in Euros and SOFR for loans in US Dollars. As at 30 April 2025 the Group had

drawn down £93,000,000 and €4,500,000 of the available revolving credit facility.

To mitigate this risk, the Group has implemented hedging strategies. As at the date of this report, the Group has the following interest rate

hedging instruments in place:

Derivative type	Execution dates	Notional amount	Start date	Maturity date	Underlying asset	Strike rate
Interest rate cap	1 August 2022	£50.0m	1/8/2022	30/11/2024	SONIA	3.00%
Interest rate cap	3 April 2024	£50.0m	29/11/2024	5/31/2025	SONIA	5.00%
		£35.0m	1/6/2025	28/11/2025
Interest rate cap	30 January 2025	£15.0m	31/5/2025	28/11/2025	SONIA	4.50%
		£35.0m	29/11/2025	30/4/2026
Interest rate cap	2 June 2025	£15.0m	29/11/2025	30/4/2026	SONIA	4.50%
		£50.0m	1/5/2026	30/10/2026

The Group has elected to adopt the hedge accounting requirements of IFRS 9 Financial Instruments. The Group enters hedge relationships

where the critical terms of the hedging instrument and the hedged item match, therefore, for the prospective assessment of effectiveness a

qualitative assessment is performed. Hedge effectiveness is determined at the origination of the hedging relationship. Quantitative effective

tests are performed at each year-end to determine the continuing effectiveness of the relationship.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the interest

rate, amount and timing of their respective cash flows. The Group assesses whether the derivative designated in each hedging relationship

is expected to be, and has been, effective in offsetting changes in cash flows of the hedging item using the hypothetical derivative method.

In these hedge relationships, the main sources of ineffectiveness are:

• The effect of the counterparty and Group’s own interest rate risk on the fair value of the caps, which is not reflected in the change in the

fair value of the hedged cash flows attributable to the change in interest rates; and

• Changes in the timing of the hedged item.

Notes to the consolidated financial statements continued

170

23 Financial instruments and related disclosures continued

Financial risk management continued

iv) Market risk continued

Interest rate risk continued

The derivative financial assets are all net settled; therefore, the maximum exposure to interest rate risk at the reporting date is the fair value

of the derivative assets which are included in the consolidated balance sheet:

	2025	2024
Derivative financial assets	£000	£000
Derivatives designated as hedging instruments
Interest rate cap – cash flow hedges	5	1,002
Total derivatives financial assets	5	1,002

	2025	2024
	£000	£000
Current and non-current:
Current	5	838
Non-current	–	164
Total derivatives financial assets	5	1,002

Cash flow interest rate swap and cap

No ineffective portion arising from cash flow hedges was recognised in finance expense during the year (2024: £nil).

Moonpig Group's primary floating rate interest exposure as at 30 April 2025 related to the SONIA reference rate. Gains and losses

recognised in the cash flow hedging reserve in equity on interest rate cap contracts as at 30 April 2025 will be released to the consolidated

statement of comprehensive income as the related interest expense is recognised.

The effects of the cash flow interest rate swap and cap hedging relationships are as follows at 30 April:

	Interest rate swap		Interest rate cap 3.0%		Interest rate cap 5.0%		Interest rate cap 4.5% 1
	2025	2024	2025	2024	2025	2024	2025	2024
Carrying amount of derivatives (£000)	–	–	–	838	–	164	5	–
Changes in fair value of the designated hedged
item (£000)	–	84	6	630	(164)	1	(36)	–
Notional amount (£000)	–	–	70,000	70,000	42,500	42,500	25,000	–
Hedge ratio	–	–	1:1	1:1	1:1	1:1	1:1	–
Maturity date	–	–	30/11/2024	30/11/2024	28/11/2025	28/11/2025	30/04/2026	–

1 The Group put in place an interest rate cap during the year of 4.50% on £15.0m notional from 31 May 2025 until 28 November 2025, increasing thereafter to £35.0m

notional until expiry on 30 April 2026.

Interest rate movements on deposits, lease liabilities, trade payables, trade receivables and other financial instruments do not present a

material exposure to the Group’s balance sheet.

The table below details changes in derivative assets arising from financing activities, including both cash and non-cash changes:

	Derivative assets
	£000
As at 1 May 2023	2,468
Cash (inflow)	(2,072)
Non-cash movement	606
As at 30 April 2024	1,002
Cash (inflow)	(801)
Non-cash movement	(196)
As at 30 April 2025	5

171

23 Financial instruments and related disclosures continued

Financial risk management continued

iv) Market risk continued

Market risk sensitivity analysis

Financial instruments affected by market risks include borrowings and deposits.

The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity to changes in market

variables, being Sterling/Euro interest rates and Sterling/Euro exchange rates.

The sensitivity analysis assumes reasonable movements in foreign exchange and interest rates before the effect of tax. The Group considers

a reasonable interest rate movement in SONIA or EURIBOR to be 1% (2024: 3%) based on current interest rate projections. Similarly,

sensitivity to movements in Sterling/Euro exchange rates of 10% are shown, reflecting changes of reasonable proportion in the context of

movement in that currency pair over the last five years.

The following table shows the illustrative effect on profit before tax resulting from a 10% change in Sterling/Euro exchange rates:

	Income	Equity	Income	Equity
	(losses)/gains	(losses)/gains	(losses)/gains	(losses)/gains
	2025	2025	2024	2024
	£000	£000	£000	£000
10% strengthening of Sterling against the Euro	(263)	(1,223)	(340)	(1,312)
10% weakening of Sterling against the Euro	289	1,345	416	1,604

The following table shows the illustrative effect on the consolidated income statement from a 1.0% change in market interest rates on the

Group’s interest expense. Refer to borrowings in Note 20.

	2025	2024
	£000	£000
1.0% increase in SONIA market interest rates (2024: 3.0%)	(519)	(2,913)
1.0% decrease in SONIA market interest rates (2024: 3.0%)	638	3,592
1.0% increase in EURIBOR market interest rates (2024: N/a)	(68)	N/a
1.0% decrease in EURIBOR market interest rates (2024: N/a)	68	N/a

Capital risk management

Capital risk is the risk that the Group will not be able to sustain its operations in the long term due to an inability to secure sufficient capital

or maintain an adequate return on capital investment. This encompasses financing risk (the risk that the Group cannot raise necessary funds

to continue its operations or finance expansion activities) and cost of capital risk (associated with fluctuations in the cost of capital, which

may influence investment decisions and affect long-term strategic planning).

The Group’s capital management objectives are focused on maintaining investor confidence and supporting the sustainable development

of the business. The Group will always prioritise growth investment in the business and our consistent strong operating cash generation and

the progress means there is financial flexibility to return incremental excess capital to shareholders by way of dividends and share

repurchases.

24 Commitments and contingencies

a) Commitments

The Group entered a financial commitment in respect of supplier of cut flowers of £213,000 (2024: £212,000) and rental commitments of

£91,000 (2024: £17,000) which are due within one year.

During the period the Group entered a financial commitment in respect of future stock purchases of £1,912,000 (2024: £nil). These purchases

are spread across the next three years and will be settled by November 2027.

b) Contingencies

Group companies have given a guarantee in respect of the Group's £180,000,000 revolving credit facility. As at 30 April 2025 the Group

had drawn down £93,000,000 and €4,500,000 of the available revolving credit facility (2024: £113,000,000 and €8,500,000).

25 Related party transactions

Transactions with related parties

There were no related party transactions requiring disclosure in the year ended 30 April 2025. The Group receives other income in respect

of the sublease of part of its head office to an entity that was considered a related party due to common control until the Company's former

private equity owner ceased to be a Significant Shareholder in the Company on 25 April 2024.

	2025	2024
	£000	£000
Other income from related parties formerly under common control	–	1,349

Notes to the consolidated financial statements continued

172

25 Related party transactions continued

Compensation of key management personnel of Moonpig Group plc

The amounts disclosed in the table are the amounts recognised as an expense during the reporting year related to key management

personnel. Key management personnel are defined as the Directors as they are the members of the Group with the authority and

responsibility for planning, directing and controlling the activities of the Group.

Further detail in respect of the Directors remuneration can be found within the Directors’ Remuneration report on pages 101 to 119.

		Re-presented
	2025	2024
	£000	£000
Short-term employee benefits	2,734	2,513
Post-employment pension and medical benefits	56	53
Share-based payment schemes 1	1,084	1,918
Total compensation relating to key management personnel	3,874	4,484

1 The share-based payment amount disclosed above is the expense in the year rather than the amount based on the performance assessment period as disclosed in the

Directors remuneration report on pages 101 to 119.

2 The prior year share-based payment scheme amount has been re-presented to correctly reflect the amount recognised as an expense during the year rather than the

amount based on the performance assessment period as disclosed in the Directors remuneration report.

26 Related undertakings

A full list of subsidiary undertakings as defined by Companies Act 2006 and which fall within the scope of consolidation under IFRS 10

as at 30 April 2025 is disclosed below. Titan Midco Limited is held directly by the Company and all other subsidiary undertakings are

held indirectly.

The equity shares held are in the form of ordinary shares or common stock. The effective percentage of equity shares held in subsidiary

undertakings is 100% in all cases.

Subsidiary undertakings	Number	Country of incorporation	Principal activity
Cards Holdco Limited 1	12170467	England and Wales	Trading company, management services
Moonpig.com Limited 1	03852652	England and Wales	Trading company
Experience More Limited 1	03883868	England and Wales	Trading company
Titan Midco Limited 1	13014525	England and Wales	Holding company
Horizon Bidco B.V. 2	72238402	Netherlands	Holding company
Greetz B.V. 2	34312893	Netherlands	Trading company
Full Colour B.V. 2	34350020	Netherlands	Trading company

1 Registered office address is Herbal House, 10 Back Hill, London, EC1R 5EN, United Kingdom.

2 Registered office address is Koningsbeltweg 42, 1329 AK, Almere, Netherlands.

All subsidiaries have a financial year-end of 30 April, aligned with the Parent Company.

Titan Midco Limited is exempt from the Companies Act 2006 requirements relating to the audit of their individual financial statements by

virtue of Section 479A of the Companies Act as this Company has guaranteed its subsidiary companies under Section 479C of the

Companies Act.

In accordance with article 408 of the Dutch Civil Code, Horizon Bidco B.V. issued a declaration of joint and several liability in respect of its

consolidated participants. The declaration covered and resulted in the standalone Horizon Bidco B.V. entity being exempt from an audit.

Additionally, Full Colour B.V. is exempt from an audit under the Dutch Civil Code by virtue of its size.

27 Events after the balance sheet date

The following matters, which have arisen since the balance sheet date, represent non-adjusting events under IAS 10 and are therefore

disclosed due to their materiality. They have not been reflected in the financial statements for the year ended 30 April 2025:

• On 2 May 2025, the Group announced a programme to repurchase up to £30.0m of its ordinary shares during the period to 31 October

2025, or such time as the Company provides further notice. This programme is the first of two planned for FY26, to be executed in H1 and

H2 respectively and follows the Group’s earlier announcement on 23 April 2025 of its intention to repurchase up to £60.0m of its own

shares during the new financial year. The Company’s policy is that share repurchases will only be conducted when they utilise excess

capital and are earnings enhancing. Since 1 May 2025 to 24 June 2025, a further 3,293,060 shares of 10 pence each (representing 1.0%

of the Company's issued share capital as at 24 June 2025) have been repurchased for aggregate consideration of £8,196,045 including

fees and duty (aggregate value net of fees of £8,139,018) and the average price paid was 247.2p per ordinary share.

With the exception of the above, no other adjusting or non-adjusting events have occurred.

173

Note 2025 2024

£000 £000

Fixed assets

Investments 4 845,468 845,468

845,468 845,468

Current assets

Debtors: amounts falling due within one year 5 29,808 57,963

Cash and cash equivalents – 280

29,808 58,243

Total assets 875,276 903,711

Current liabilities

Creditors: amounts falling due within one year 6 2,990 7,881

2,990 7,881

Non-current liabilities

Creditors: amounts falling due after more than one year 6 1,926 914

1,926 914

Total liabilities 4,916 8,795

Equity

Called-up share capital 7 33,384 34,331

Share premium 7 278,083 278,083

Retained earnings 7 521,063 540,450

Other reserves 7 37,830 42,052

Total equity 870,360 894,916

Total equity and liabilities 875,276 903,711

The accompanying notes are an integral part of the Parent Company financial statements.

As permitted by Section 408 of the Companies Act 2006, the profit and loss of the Company has not been presented in these financial

statements. The profit for the financial year dealt with in the financial statements of the Company was £2,000,000 (2024: £1,180,000).

The financial statements on pages 174 to 180 were approved by the Board of Directors of Moonpig Group plc (registered number 13096622)

on 25 June 2025 and were signed on its behalf by:

Nickyl Raithatha

Chief Executive Officer

25 June 2025

Andy MacKinnon

Chief Financial Officer

25 June 2025

Company balance sheet

As at 30April 2025

174

Note Share capital

premium

Retained

earnings Other reserves Total equity

£000 £000 £000 £000 £000

As at 1 May 2023 34,211 278,083 535,232 42,031 889,557

Profit for the year – – 1,180 – 1,180

Total comprehensive income for the year – – 1,180 – 1,180

Share-based payments 7 – – – 4,179 4,179

Share options exercised

– – 4,038 (4,158) (120)

Issue of ordinary shares

120 – – – 120

As at 30 April 2024 34,331 278,083 540,450 42,052 894,916

Profit for the year – – 2,000 – 2,000

Total comprehensive income for the year – – 2,000 – 2,000

Share-based payments 7 – – – 1,839 1,839

Share options exercised – – 6,270 (6,429) (159)

Issue of ordinary shares 159 – – – 159

Own shares purchased for cancellation – – – (25,000) (25,000)

Own shares cancelled (1,106) – (24,262) 25,368 –

Dividends paid to equity holders – – (3,395) – (3,395)

As at 30 April 2025 33,384 278,083 521,063 37,830 870,360

The accompanying notes are an integral part of the Parent Company financial statements.

Company statement of changes in equity

For the year ended 30April 2025

175

1 General information

Basis of preparation

Moonpig Group plc (the “Company” or “Parent Company”) is a public limited company which is listed on the London Stock Exchange and is

domiciled and incorporated in England, the United Kingdom under the Companies Act 2006 (the “Act”), as applicable to companies using

FRS 101. The Company was incorporated on 23 December 2020 and adopted Financial Reporting Standard 101 Reduced Disclosure

Framework (FRS 101) from that date. The Company’s registered address is Herbal House, 10 Back Hill, London, EC1R 5EN.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted

International Accounting Standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set

out below where advantage of the FRS 101 disclosure exemptions has been taken, including those relating to:

• A cash flow statement and related notes.

• Comparative year reconciliations.

• Disclosures in respect of transactions with wholly owned subsidiaries.

• Disclosures in respect of capital management.

• The effects of new but not yet effective IFRSs.

• Disclosures in respect of the compensation of key management personnel.

As the consolidated financial statements of the Group include equivalent disclosures, the Company has also taken the exemptions under

FRS101 available in respect of the disclosures under IFRS 2 related to Group-settled share-based payments.

The preparation of the financial statements requires the Directors to make judgements and estimates that affect the reported amounts of

revenue, expenses, assets and liabilities and the disclosure of contingent liabilities.

The Company financial statements have been prepared in Sterling, which is the functional and presentational currency of the Company.

Allfigures presented are rounded to the nearest thousand (£000), unless otherwise stated.

The Directors have used the going concern principle on the basis that the current profitable financial projections and facilities of the

consolidated Group will continue in operation for a period not less than 12 months from the date of this report.

Amounts paid to the Company’s auditors in respect of the statutory audit were £37,080 (2024: £36,000). The charge was borne by a

subsidiary company and not recharged.

Critical accounting judgements and estimates

In preparing these financial statements, management has made judgements and estimates that affect the application of the accounting

policies and the reported amounts of assets and liabilities. Actual results may differ from these estimates. Estimates and underlying

assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Carrying amount of investment in subsidiary

The areas of critical accounting judgements and estimates which have the greatest potential effects on the amounts recognised in the

financial statements are the key assumptions in the impairment review on the investment recognised on the Company balance sheet.

Annually, the investment balance is subject to an impairment review, the critical accounting judgements and estimates made in the value

inuse calculation of the investment’s recoverable amount are:

• Pre-perpetuity compound annual revenue growth rate of 8.5% (2024: 10.3%); and

• Discount rate of 14.0% (2024: 14.3%).

Sensitivity analysis relating to these critical accounting judgements and estimates are set out in Note 4.

Notes to the Company financial statements

176

2 Summary of significant accounting policies

Investments

The investments balance is in relation to investments in subsidiary undertakings and is held at cost, less any provision for impairment.

Annually, the Directors consider whether any events or circumstances have occurred that could indicate that the carrying amount of the

investment may not be recoverable. If such circumstances do exist, a full impairment review is undertaken to establish whether the carrying

amount exceeds the higher of net realisable value or value in use. If this is the case, an impairment charge is recorded to reduce the

carrying amount of the related investment.

The area of judgement which has the greatest potential effect on the amounts recognised in the financial statements is the impairment

review on the investments recognised on the Company balance sheet. Annually, the investment balance is subject to an impairment review,

as detailed below. Details of the assumptions used in the value in use calculation and sensitivities performed are explained in Note 4 of

these Parent Company financial statements.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction

from the proceeds.

Other accounting policies

For other accounting policies, please refer to the Group accounting policies on pages 138 to 144.

3 Directors' emoluments

The Company has no employees. Full details of the Directors’ remuneration and interests are set out in the Directors’ remuneration report on

pages 101 to 119.

4 Investments

2025 2024

£000 £000

As at 1 May 845,468 845,468

As at 30 April 845,468 845,468

The Company’s share price increased during the year, however the carrying amount of the Company’s investments at £845.5m was more

than its market capitalisation of £767.8m as at 30 April 2025. IAS 36 specifies this as an indicator that impairment may have arisen.

Accordingly, the Company has assessed the recoverable amount of its investment in subsidiary. Recoverable amount is determined as the

higher of the fair value less costs of disposal and value in use (VIU) based on estimated future cash flows that are discounted to their

presentvalue.

Estimated future cash flows are based on the approved Group plan, including the FY26 budget, for the three years ending 30 April 2028.

Theestimated future cash flows are identical to those used for the Group’s viability statement. They have been extended by a further two

years before applying perpetuity using an estimated long-term growth rate. When estimating value in use, the Group does not include

estimated future cash flows that are expected to arise from improving or enhancing the asset’s performance.

Scenario analysis performed as part of the Group’s disclosure against the Task Force on Climate-related Financial Disclosures (TCFD)

(pages 34 to 35) identified two transition-related climate risks with potential revenue and cost implications. The analysis considered three

scenarios: business as usual (>4

C by 2100); an unequal world (2.5

C by 2100); and the Paris Agreement Ambition (1.5

C by 2050), with the

most material risks arising under the Paris Agreement Aligned scenario:

For the risk of carbon taxation, we modelled the gross (unmitigated) financial impact under a Paris Agreement Aligned scenario, assuming

the introduction of carbon taxes from FY28. Sensitivity analysis indicates headroom of £38.5m.

For the risk of shifting consumer sentiment, scenario analysis was conducted to evaluate the potential consequences of different climate

policy pathways. However, the significant uncertainty surrounding behavioural and market response assumptions means that any attempt

toquantify a specific financial impact would be highly speculative, hence no such estimate can be meaningfully determined at this stage.

The Company has identified the following key assumptions as having the most significant impact on the VIU calculation:

Key assumptions

2025 2024

Pre-tax discount rate

14.0% 14.3%

Revenue compound annual growth rate (CAGR)

8.5% 10.3%

1 The discount rate is a pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the cash generating units. The pre-tax

discount rates used to calculate value in use are derived from the Group’s post-tax weighted average cost of capital.

2 The compound annual growth rate represents the average yearly growth rate over the pre-perpetuity period.

3 In the prior year, the pre-perpetuity period of six years was a key assumption as it exceeded the five-year maximum typically presumed under IAS 36, which requires

justification for longer forecast horizons. In FY25 the pre-perpetuity period is five years and therefore no longer constitutes a keyassumption.

The Company has performed sensitivity analysis to assess the impact of a plausible change in each key assumption in the VIU. The relevant

scenario, in relation to a revenue decrease, is consistent with the more severe downside scenario (plausible scenario 2) prepared in

connection with the viability statement at page 70.

177

4 Investments continued

The Company has separately modelled the impact of a 1%pt increase in the discount rate and a 2.1%pts decrease in the compound annual

revenue growth rate. The Company has also modelled a scenario in which both of these changes arise concurrently.

The below table summarises the results of these sensitivities:

Sensitivity analysis Sensitivity analysis

2025 2024

£m £m

Original headroom 92.5 129.8

Headroom using a discount rate increased by 1%pt (11.4) 12.8

Headroom using a 2.1%pts decrease in the forecast revenue CAGR

(2024: 2.7%pts decrease in forecast

revenue)

(119.3) (71.6)

Headroom using a pre-perpetuity period reduced by one year

N/a 1.5

Headroom combining both sensitivity scenarios detailed above (203.3) (266.7)

1 The revenue compound annual growth rate represents the average yearly growth rate over the pre-perpetuity period.

2 The 2.1%pts revenue CAGR decrease is inclusive of the 2.2%pts revenue CAGR decreases modelled as part of the Experiences and Greetz goodwill calculations (refer to

Note 12) and a 10% reduction in the forecast revenue in the Moonpig segment.

3 In the prior year, the pre-perpetuity period of six years was a key assumption as it exceeded the five-year maximum typically presumed under IAS 36, which requires

justification for longer forecast horizons. In FY25 the pre-perpetuity period is five years and therefore no longer constitutes a keyassumption.

No impairment to the carrying amount of the investment has been recorded in the current year, reflecting the fact that the carrying amount

remains higher than the recoverable amount. However, in view of the outcome of the sensitivity analysis, the Directors have identified that

each of the key assumptions are a major source of estimation uncertainty that has a significant risk of resulting in an adjustment to the

carrying amount within the year ending 30 April 2026 under paragraph 125 of IAS 1. We have therefore provided the disclosure above of

quantification of all key assumptions in the value in use estimate and the impact of a change in each key assumption.

The Directors specifically considered the fact that the Company’s market capitalisation at the reporting date was lower than the carrying

amount of its investments in subsidiaries. They concluded that no impairment is required because of this, basing their conclusion on the

value in use calculation. The Directors consider that listed companies’ share prices are not directly correlated with the recoverable amount

of their investments in subsidiaries.

Subsidiary undertakings are disclosed within Note 26 of the Group financial statements.

5 Debtors

2025 2024

£000 £000

Current

Amounts owed by Group companies 29,768 57,922

Other receivables – 13

Prepayments 40 28

Debtors 29,808 57,963

Within the amount owed by Group companies is a loan receivable subject to interest and repayable on demand. As at 30April 2025, the

amount bears interest at a rate of 7.22% (2024: 8.24%). IFRS 9 expected credit losses have been assessed as immaterial in relation to

bothbalances.

Notes to the Company financial statements continued

178

6 Creditors

2025 2024

£000 £000

Current

Amounts owed to Group companies 1,334 1,435

Trade payables 65 –

Other payables 993 5,340

Other taxation and social security 594 1,047

Accruals 4 59

Creditors 2,990 7,881

2025 2024

£000 £000

Non-Current

Other payables – –

Other taxation and social security 1,926 914

Creditors 1,926 914

7 Share capital and reserves

Called-up share capital

Ordinary share capital represents the number of shares in issue at their nominal value. Ordinary shares in the Company are issued, allotted

and fully paid-up. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote

per share at meetings of the Company.

Shareholding as at 30April 2025:

2025 2025 2024 2024

Number of shares £000 Number of shares £000

Allotted, called-up and fully paid ordinary shares of £0.10 each 333,842,745 33,384 343,310,015 34,331

Share premium

Share premium represents the amount over the par value which was received by the Company upon the sale of the ordinary shares. Upon

the date of listing the par value of the shares was £0.10 whereas the initial offering price was £3.50. Share premium is stated net of direct

costs of £736,000 (2024: £736,000) relating to the issue of the shares.

Other reserves

Other reserves represent the share-based payment reserve, own shares held reserve and the capital redemption reserve.

Share-based payment reserve

The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements which have been

recognised within the consolidated income statement. Upon the exercise of share options, the cumulative amount recognised in the share-

based payment reserve is recycled to retained earnings, reflecting the transfer of value to the equity of the Company.

Own shares held reserve

The own shares held reserve represents the equity account used to record the cost of the Company's own shares that have been

repurchased. These shares are not considered outstanding for the purposes of calculating earnings per share and do not carry voting rights

or the right to receive dividends while held by the Company. Shares purchased for cancellation are included in the own shares held reserve

until cancellation, at which point the consideration is transferred to retained earnings and the nominal value of the shares is transferred

from share capital to the capital redemption reserve.

Capital redemption reserve

The capital redemption reserve reflects the nominal amount of shares bought back and cancelled.

179

7 Share capital and reserves continued

Share-based

payment

reserve

Own shares

held reserve

Capital

redemption

reserve

Total other

reserves

£000 £000 £000 £000

As at 1 May 2023 42,031 – – 42,031

Share-based payments 4,179 – – 4,179

Share options exercised (4,158) – – (4,158)

As at 30 April 2024 42,052 – – 42,052

As at 1 May 2024 42,052 – – 42,052

Share-based payments 1,839 – – 1,839

Share options exercised (6,429) – – (6,429)

Own shares purchased for cancellation – (25,000) – (25,000)

Own shares cancelled – 24,262 1,106 25,368

As at 30 April 2025 37,462 (738) 1,106 37,830

8 Distributable reserves

As at 30April 2025 the distributable reserves of Moonpig Group plc are as follows:

Retained profit

2025 2024

£000 £000

As at 1 May 540,450 535,232

Profit for the year 2,000 1,180

Share options exercised 6,270 4,038

Cancellation of shares bought back (24,262) –

Dividends paid (3,395) –

As at 30 April 521,063 540,450

Other reserves

2025 2024

£000 £000

Share-based payment reserve 37,462 42,052

Capital redemption reserve 1,106 –

Total 38,568 42,052

Total distributable reserves 559,631 582,502

The distributable reserves of the Company, which stand at £559,631,000 (2024: £582,502,000), represent the accumulated profits available

for distribution to shareholders as dividends. At the balance sheet date, the Company meets both the net asset test and the profit test set out

in Companies Act 2006, therefore there are no current restrictions on dividend distribution.

This statement has been prepared in accordance with applicable accounting standards and reflects the Company's financial position as of

the reporting date.

9 Related party transactions

Under FRS 101 “Related party disclosures” the Company is exempt from disclosing related party transactions with entities which it wholly

owns. There are no other related party transactions.

10 Events after the balance sheet date

Refer to Note 27 of the Group financial statements.

Notes to the Company financial statements continued

180

Adjusted EBITDA

Adjusted EBITDA is a measure of the Group’s operating performance and debt servicing ability. It is calculated as operating profit adding

back depreciation and amortisation and Adjusting Items (Note 6 of the Group financial statements).

Depreciation and amortisation can fluctuate, is a non-cash adjustment and is not linked to the ongoing trade of the Group.

Adjusting Items are excluded as management believe their nature distorts trends in the Group’s underlying earnings. This is because they

areoften one-off in nature or not related to underlying trade.

A reconciliation of operating profit to Adjusted EBITDA is as follows:

2025 2024

£000 £000

Operating profit 13,289 66,284

Depreciation and amortisation 18,949 17,444

Adjusting Items 64,551 11,802

Adjusted EBITDA 96,789 95,530

Adjusted EBIT

Adjusted EBIT is the operating profit and before Adjusting Items.

2025 2024

£000 £000

Operating profit 13,289 66,284

Adjusting Items 64,551 11,802

Adjusted EBIT 77,840 78,086

Adjusted PBT

Adjusted PBT is the profit before taxation and before Adjusting Items.

2025 2024

£000 £000

PBT 2,958 46,400

Adjusting Items 64,551 11,802

Adjusted PBT 67,509 58,202

Adjusted PAT

Adjusted PAT is the profit/(loss) after taxation, before Adjusting Items and the tax impact of these adjustments.

The Adjusted PAT is used to calculate the underlying basic earnings per share in Note 11 of the Group financial statements.

2025 2024

£000 £000

PAT (11,080) 34,169

Adjusting Items 64,551 11,802

Tax impact of the above (1,977) (2,385)

Adjusted PAT 51,494 43,586

Alternative Performance Measures

181

Net debt

Net debt is a measure used by the Group to reflect available headroom compared to the Group’s secured debt facilities.

The calculation is as follows:

2025 2024

£000 £000

Borrowings (95,096) (118,365)

Cash and cash equivalents 12,649 9,644

Lease liabilities (13,498) (16,329)

Net debt (95,945) (125,050)

Ratio of net debt to Adjusted EBITDA

The ratio of net debt to last twelve months Adjusted EBITDA helps management to measure its ability to service debt obligations. The

calculation is as follows:

2025 2024

£000 £000

Net debt (95,945) (125,050)

Adjusted EBITDA 96,789 95,530

Net debt to Adjusted EBITDA 0.99:1 1.31:1

Free Cash Flow

Free Cash Flow is defined as net cash generated from operating activities, less cash flow from investing activities; it excludes proceeds from

or payments for mergers and acquisitions but (as a practical expedient and for greater consistency with IAS 7 classification of cash flows) is

not adjusted to exclude bank interest received. The calculation is as follows:

2025 2024

£000 £000

Net cash generated from operating activities 79,201 74,575

Cash flow from investing activities (13,148) (13,549)

Free Cash Flow 66,053 61,026

Alternative Performance Measures continued

182

Operating cash conversion

Operating cash conversion is operating cash flow divided by Adjusted EBITDA, expressed as a ratio.

The calculation of operating cash conversion is as follows:

Year ended

30 April 2025

Year ended

30 April 2024

£m £m

Profit before tax 3.0 46.4

Add back: Net finance costs 10.3 19.9

Add back: Adjusting Items (excluding share-based payments) 64.6 10.7

Add back: Share-based payments – 1.1

Add back: Depreciation and amortisation (excluding acquisition amortisation) 18.9 17.4

Adjusted EBITDA 96.8 95.5

Less: Capital expenditure (fixed and intangible assets) (13.3) (13.7)

Adjust: Impact of share-based payments

1.8 3.1

Add back: (Increase)/decrease in inventories (1.4) 5.2

Add back: Decrease in trade and other receivables 0.8 0.3

Add back: Decrease in Experiences merchant accrual (6.8) (8.2)

Add back: Increase/(Decrease) in trade and other payables 4.4 (8.0)

Operating cash flow 82.3 74.2

Operating cash conversion 85% 78%

Add back: Capital expenditure (fixed and intangible assets) 13.3 13.7

Add back: Loss on disposal and impairment of goodwill 56.7 –

Add back: Loss on foreign exchange – 0.2

Less: Adjusting Items (excluding share-based payments and acquisition amortisation) (56.7) (2.4)

Less: Research and development tax credit (0.2) (0.4)

Cash generated from operations 95.4 85.3

1 Comprises: (1) the add-back of non-cash share-based payment charges of £1.8m (FY24: £2.6m) relating to operation of post-IPO Remuneration Policy, which are not

classified as an Adjusting Item; offset by (2) the cash impact of employer’s national insurance of £nil (FY24: £0.2m) arising on pre-IPO share-based payment charges,

which are classified as an Adjusting Item (Refer to Note 6). In FY24 the charge was offset by a release of £0.7m in relation to a true up of NI at year-end to reflect the

share price at the vesting date of the pre-IPO share awards.

183

Act Companies Act 2006

Adjusted EBIT Profit before tax, interest and Adjusting Items

Adjusted EBIT margin Adjusted EBIT margin is the Adjusted EBIT divided by total revenue

Adjusted EBITDA Profit before tax, interest, depreciation, amortisation and Adjusting Items

Adjusted EBITDA margin Adjusted EBITDA margin is the Adjusted EBITDA divided by total revenue

Adjusted PBT Profit before tax and Adjusting Items

Adjusted PBT margin Adjusted PBT margin is Adjusted PBT divided by total revenue

Adjusting Items Income and expenses that are considered exceptional or non-underlying in nature and are either added

back or deducted from performance measures such as EBITDA, EPS and profit before tax to enable like-for-

like comparison between reporting years

Admission The Company’s admission to the Official List and to trading on the Main Market for listed securities of the

London Stock Exchange on 5 February 2021

Alternative Performance

Measures or APMs

A financial measure of historical or future financial performance, financial position, or cash flows, other than

a financial measure defined or specified in the applicable financial reporting framework

Attached gifting revenue Revenue from product(s) that are purchased in addition to a card order, including the shipping fee that is

charged to the customer and excluding revenue relating to the card

Gift attach rate The proportion of card orders for which the customer adds a gift to their purchase

Average Order Value orAOV Revenue for the year divided by total orders for that year

Basic earnings per share Profit after tax for the year divided by the weighted average number of ordinary shares in issue

Board The Board of Directors of the Company

Card-attached gifting Gifts that are sent or given in accompaniment to a card, including occasions where the card is purchased

at the same or at a different retailer to the gift

CEO Chief Executive Officer

CFO Chief Financial Officer

CMA Order The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee Responsibilities) Order 2014

Code UK Corporate Governance Code published by the FRC in July 2018 and January 2024

Company Moonpig Group plc, a company incorporated in England and Wales with registered number 13096622

whose registered office is at Herbal House, 10 Back Hill, London EC1R 5EN, United Kingdom

Covid A strain of coronavirus causing Covid-19 disease

CSRD Corporate Sustainability Reporting Directive

Customer cohort A collection of customers organised by the fiscal year in which such customer made their first purchase

Customer NPS Customer net promoter score, the percentage of customers rating their likelihood to recommend a

company.

DNED Designated Non-Executive Director for workforce engagement

EURIBOR A benchmark interest rate that reflects the average cost of borrowing euros between banks on the eurozone

interbank market. It is used as a reference rate for euro-denominated borrowings

Executive Committee The Executive Directors and the CEO’s direct reports who are specified as members of the Executive

Committee

Existing customer A customer that has placed an order in any previous financial year

FCA The UK Financial Conduct Authority

FRC The Financial Reporting Council

Free Cash Flow Net cash generated from operating activities, less net cash used in investing activities, excluding proceeds

from or payments for mergers and acquisitions

FSC The Forest Stewardship Council

FY24, FY25, FY26, FYXX The years ended or ending on 30 April 2024, 30 April 2025, 30 April 2026, 30 April 20XX respectively. FYXX

refers generically to any financial year ending on 30 April of a given calendar year.

GDPR The UK General Data Protection Regulations and its European Union equivalent

GHG Greenhouse gas

Gifting revenue mix Revenue derived from the sale of non-card products, divided by total revenue

Term Definition

Glossary

184

Gross margin rate The ratio of gross profit to revenue, expressed as a percentage

HMRC His Majesty’s Revenue and Customs, the UK tax authority

IFRS International Financial Reporting Standards

IPO The initial public offering of the Company’s ordinary shares

Moonpig Group or Group The Company, its subsidiaries, significant undertakings and affiliated companies under its control or

common control

NED Non-Executive Director

Net debt Total borrowings (including lease creditors) less cash and cash equivalents

New customer A customer that has not previously transacted with the Group

NIST CSF The Cybersecurity Framework published by the U.S. Government's National Institute of Standards and

Technology (NIST), providing voluntary guidelines to help organisations manage and reduce cybersecurity

risk across five key functions: Identify, Protect, Detect, Respond and Recover.

Non-GAAP measure See Alternative Performance Measures above

Operating cash conversion Operating cash flow divided by Adjusted EBITDA, expressed as a ratio

PEFC The Programme for the Endorsement of Forest Certification

Prospectus The prospectus relating to the Company, issued on 2 February 2021

SBTi The Science Based Targets initiative to set science-based climate targets

SKU Stock Keeping Unit, a unique line of inventory

SOFR A benchmark interest rate that reflects the average cost of borrowing U.S. dollars overnight, secured by U.S.

Treasury securities in the repo market. It is used as a reference rate for U.S. dollar-denominated borrowings

SONIA A benchmark interest rate that reflects the average cost of overnight unsecured borrowings in the British

pound market. It is used as a reference rate for Sterling-denominated borrowings

TCFD The Task Force on Climate-related Financial Disclosures

tCO

e Tonnes of carbon dioxide equivalent, a standard unit for counting GHG emissions

Total orders The total number of orders placed by all customers in the year

TSR Total shareholder return – the growth in value of a shareholding over a specified period, assuming that

dividends are reinvested to purchase additional shares

VAT Value added tax

Term Definition

185

Registered office and headquarters

Moonpig Group plc

Herbal House

10 Back Hill

London

EC1R 5EN

United Kingdom

Registered number: 13096622

LEI number: 213800VAYO5KCAXZHK83

Website: www.moonpig.group

Investor relations: investors@moonpig.com

Media: pressoffice@moonpig.com

Company Secretary: company-secretary@moonpig.com

Company Secretary

Jayne Powell

Corporate brokers

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London

E14 5JP

United Kingdom

RBC Capital Markets

100 Bishopsgate

London

EC2N 4AA

United Kingdom

Independent auditors

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

United Kingdom

Registrar

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds

LS1 4DL

United Kingdom

Tel UK: +44 (0)371 664 0300

(calls cost standard geographic rate; lines are open

9.00am to 5.30pm Monday to Friday, excluding public

holidays in England and Wales)

Tel international: +44 (0)371 664 0300

(charged at the appropriateinternational rate)

Signal Shares shareholder portal: www.signalshares.com

Email: shareholderenquiries@cm.mpms.mufg.com

Financial calendar

Annual General Meeting 17 September 2025

2026 Half-year results 9 December 2025

2026 Full-year results 26 June 2026

Shareholder enquiries

Our registrars will be pleased to deal with any questions regarding

your shareholdings (see contact details in the opposite column).

Alternatively, you can access www.moonpig.group where you can

access frequently asked questions including information to allow

you to view and manage all aspects of your shareholding securely,

including electronic communications, account enquiries or

amendment to address.

Investor relations website

The investor relations section of our website, www.moonpig.group

provides further information for anyone interested in Moonpig

Group plc. In addition to the Annual Report and Financial

Statements and share price, Company announcements including

the full-year results announcements and associated presentations

are also publishedthere.

Cautionary note regarding

forward-looking statements

Certain statements made in this Report are forward-looking

statements. Such statements are based on current expectations and

assumptions and are subject to a number of risks and uncertainties

that could cause actual events or results to differ materially from

any expected future events or results expressed or implied in these

forward-looking statements. They appear in a number of places

throughout this Report and include statements regarding the

intentions, beliefs or current expectations of the Directors

concerning, amongst other things, the Group’s results of operations,

financial condition, liquidity, prospects, growth, strategies and the

business. Persons receiving this Report should not place undue

reliance on forward-looking statements. Unless otherwise required

by applicable law, regulation or accounting standard, Moonpig

Group plc does not undertake to update or revise any forward-

looking statements, whether as a result of new information, future

developments or otherwise.

Shareholder information

186

Moonpig Group plc

Herbal House

10 Back Hill

London

EC1R 5EN

United Kingdom