The directors present their strategic report and financial statements for the year ended 31 December 2024.

The company has ceased trading with operations transacting through sister companies within the larger group. The principal activity of the wider group during the year was the design, manufacture and installation of specialist equipment for use in retail stores, such as digital displays, checkouts, related products, and entrance/exit control solutions, combined with project management, aftercare service and maintenance.

The company is part of a larger group in the UK and worldwide which provides a complete shopfitting solution for major retailers. This offer includes standard and bespoke retail display equipment, innovative solutions for the checkout arena, digital displays, professional lighting systems, and interior fit-outs. This wide product and service offer enables the company in conjunction with its sister companies to provide innovative solutions to its customer needs.

The loss for the year, after taxation, is £6,268 (2023: profit £41,000). No dividend (2023: £500,000) was paid during the year.

No key performance indicators are reported as the company has ceased trading.

The company's principal risks and uncertainties arise around its ability to realise the book value of assets in its balance sheet. However, with the support of sister companies who will manage any issues arising in the foreseeable future, it appears to the directors that these assets are recoverable as stated.

Company policies on credit risk noted below are such that it is unlikely that any debtor will be unable to discharge its obligations.

Exposure to credit, liquidity and price risk

The company has ceased trading with no sales so no credit risk exists.

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations as they fall due. The company has considerable financial resources available through its larger group.

The company has considerable financial resources available through its larger group.

The company has ceased trading so no price risk exists.

On behalf of the board

The directors present their annual report and financial statements of the company for the year ended 31 December 2024.

The principal activity of the company was the design, manufacture and installation of specialist equipment for use in retail stores. The company ceased trading on 1 January 2021 and is in the process of realising its assets and settling its liabilities in full.

The total distribution of dividends in the year ended 31 December 2024 was £nil (2023: £500,000).

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report:

The company finances its activities with a combination of cash and intercompany loans. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the company's operating activities.

Financial instruments give rise to foreign currency, credit price and liquidity risk. In accordance with S414C (11) of the Companies Act 2006, the directors have presented information of financial risk management objectives and policies in the Strategic Report.

The company ceased trading and is in the process of realising its assets and settling its liabilities in full.

The group to which the company belongs has provided qualifying indemnity provisions in respect of the directors which were in force during the year.

The directors confirm that:

• so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and

• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

The auditor, Grant Thornton UK LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

The directors are responsible for preparing the Strategic Report, Directors' Report and financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'). 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 and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of ITAB Shop Products UK Ltd (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter – basis of preparation of the financial statements

We draw attention to Note 1.1 to the financial statements, which describes the basis of preparation of the financial statements. As described in that note, the company ceased trading in 2021 and accordingly the directors have prepared the financial statements on a break-up basis. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report, Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following laws and regulations were most significant: FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006 and the relevant tax compliance regulations in the UK.

• We enquired of management concerning the company’s policies and procedures relating to:

• the identification, evaluation and compliance with laws and regulations;

• the detection and response to the risks of fraud; and

• the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.

• We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:

• identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

• challenge assumptions and judgements made by management in its significant accounting estimates;

• identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and

• assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

• In addition, we completed audit procedures to conclude on the compliance of disclosures in the annual report and financial statements with applicable financial reporting requirements.

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

• The assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team’s:

• understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation;

• knowledge of the industry in which the client operates; and

• understanding of the legal and regulatory requirements specific to the entity including, the provisions of the applicable legislation and the applicable statutory provision.

• We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The financial statements of ITAB Shop Products UK Ltd ("the company") for the year ended 31 December 2024 were authorised for issue by the board of directors on 10 December 2025, and the balance sheet was signed on the board's behalf by N Hughes. ITAB Shop Products UK Ltd is registered and domiciled in England and Wales.

The principal accounting policies adopted by the company are set out below.

The company ceased trading on 1 January 2021 and, as a result, the financial statements have been prepared on a break-up basis. The financial statements are prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102. "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

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

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of Section 7 Statement of Cash Flows;

• the requirement of Section 3 Financial Statements Presentation paragraph 3.17(d);

• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirements of Section 12 Other Financial Instruments paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29 A;

• the requirement of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of ITAB Shop Concept AB as at 31 December 2024.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and amounts reported for revenues and expenses during the year. However, the nature of judgements, estimations and assumptions means that actual outcomes could differ.

Critical accounting judgements in applying the company's accounting policies

Management do not consider there to be any areas of critical judgement.

Sources of estimation uncertainty

Bad debt provisions are based on the likely recovery of debtor balances.

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measure subsequently at amortised cost using the effective interest method, less any impairment.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to and from related companies.

Debt instruments (other than those wholly receivable or payable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cashflows and subsequently at amortised cost using effective interest rate method. Debt instruments that are wholly receivable or repayable within one year, typically trade receivables and payables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an outright short term loan not at market rate, the financial asset or liability is measured initially at the present value of the future cashflow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are held at amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets recognised at amortised cost, the impairment loss is measured as the difference between as asset's carrying amount and the present value of estimated cashflows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it related to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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

Total employment costs for the year were £nil (2023: £nil)

The directors of the company are also directors of other undertakings within the ITAB group of which ITAB Shop Products UK Ltd is a subsidiary. Their remuneration was paid by other group undertakings and the directors have concluded that none of this remuneration relates to their incidental services to the company in the current year (2023: £nil).

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

The amounts owed by group undertakings are unsecured, interest free and repayable on demand.

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

The company has one class of ordinary shares which carry no rights to fixed income.

ITAB Shop Concept AB (incorporated in Sweden) is regarded by the directors as being the company's ultimate parent company.

The largest and smallest group in which the results of the company are consolidated is that headed by ITAB Shop Concept AB.

Copies of ITAB Shop Concept AB financial statements can be obtained from the company secretary at Box 9054, SE-550, 09 Jönköping, Sweden.

The ultimate controlling party is Aeturnum Capital AS by virtue of its shares held in the company's ultimate holding company ITAB Shop Concept AB.

The company has a fixed and floating charge in favour of Nordea Bank AB, London branch, over all its property and undertakings.

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.