REGISTERED NUMBER: 00434050 (England and Wales)

Nilorn UK Limited

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

15

DIRECTORS:

Mr K Magnusson

Mr D A Hinchliffe

Mr F R Clason

REGISTERED OFFICE:

Station Works

Greens Mill Court

Cononley

Skipton

North Yorkshire

BD20 8FE

REGISTERED NUMBER:

00434050 (England and Wales)

AUDITORS:

SMH Jolliffe Cork Audit Ltd

Accountants & Statutory Auditors

33 George Street

Wakefield

West Yorkshire

WF1 1LX

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale of woven and printed labels, swing tickets and packaging and garment trims.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 790,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr K Magnusson

Mr D A Hinchliffe

Mr F R Clason

REPORT EXEMPTIONS

The directors have taken advantage of the small company exemptions available in relation to the directors report and the strategic report as permitted by Sections 415A and 414B of Companies Act 2006 on the grounds that the company would have been entitled to the small company exemptions had it not been a member of an ineligible group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditors in connection with preparing their report, of which the auditors are unaware. Having made enquiries of fellow directors and the company's auditors, each director has taken all the steps that he/she is obliged to take as a director in order to make himself/herself aware of any relevant audit information and to establish that the auditors are aware of that information.

AUDITORS

The auditors, SMH Jolliffe Cork Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr D A Hinchliffe - Director

30 July 2026

Opinion

We have audited the financial statements of Nilorn UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

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 such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

The extent to which the audit was considered capable of detecting irregularities including fraud

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

-

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

-

we identified the laws and regulations applicable to the company through discussions with the Directors and other informed management which we considered may have a direct material effect on the financial statements or the operations of the company and thereafter, the audit team remained alert to instances of non-compliance throughout the audit.

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

-

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

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

-

in assessing the effectiveness of the control environment, we also reviewed significant correspondence between the company and UK regulatory bodies, reviewed minutes of meetings and gained an understanding of the company's approach to governance.

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

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims and reviewing correspondence with HMRC and the company's legal advisors.

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

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

A further description of our responsibilities 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 Report of the Auditors.

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 a Report of the Auditors 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.

Jane Crossley FCA CTA (Senior Statutory Auditor)

for and on behalf of SMH Jolliffe Cork Audit Ltd

Accountants & Statutory Auditors

33 George Street

Wakefield

West Yorkshire

WF1 1LX

5 August 2026

TURNOVER

3

4,429,310

4,262,328

Cost of sales

1,558,838

1,565,378

GROSS PROFIT

2,870,472

2,696,950

Distribution costs

800,640

545,676

Administrative expenses

1,629,342

1,494,783

2,429,982

2,040,459

OPERATING PROFIT

5

440,490

656,491

Income from shares in group undertakings

7,628

339,791

448,118

996,282

Interest payable and similar expenses

6

54,391

56,254

PROFIT BEFORE TAXATION

393,727

940,028

Tax on profit

7

96,752

147,535

PROFIT FOR THE FINANCIAL YEAR

296,975

792,493

PROFIT FOR THE YEAR

296,975

792,493

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

296,975

792,493

FIXED ASSETS

Tangible assets

9

158,529

165,140

Investments

10

38,982

24,104

197,511

189,244

CURRENT ASSETS

Stocks

11

208,979

163,364

Debtors

12

552,758

980,313

Cash at bank and in hand

399,639

44,069

1,161,376

1,187,746

CREDITORS

Amounts falling due within one year

13

918,412

441,923

NET CURRENT ASSETS

242,964

745,823

TOTAL ASSETS LESS CURRENT LIABILITIES

440,475

935,067

PROVISIONS FOR LIABILITIES

16

34,433

36,000

NET ASSETS

406,042

899,067

CAPITAL AND RESERVES

Called up share capital

17

100,000

100,000

Retained earnings

18

306,042

799,067

SHAREHOLDERS' FUNDS

406,042

899,067

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

Mr D A Hinchliffe - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100,000

246,574

346,574

Changes in equity

Dividends

-

(240,000

)

(240,000

)

Total comprehensive income

-

792,493

792,493

Balance at 31 December 2024

100,000

799,067

899,067

Changes in equity

Dividends

-

(790,000

)

(790,000

)

Total comprehensive income

-

296,975

296,975

Balance at 31 December 2025

100,000

306,042

406,042

Cash flows from operating activities

Cash generated from operations

1

1,360,889

26,498

Interest paid

(54,391

)

(56,254

)

Tax paid

(130,186

)

(123,625

)

Net cash from operating activities

1,176,312

(153,381

)

Cash flows from investing activities

Purchase of tangible fixed assets

(22,793

)

(23,682

)

Purchase of fixed asset investments

(14,878

)

-

Dividends received

7,628

339,791

Net cash from investing activities

(30,043

)

316,109

Cash flows from financing activities

Equity dividends paid

(790,000

)

(240,000

)

Net cash from financing activities

(790,000

)

(240,000

)

Increase/(decrease) in cash and cash equivalents

356,269

(77,272

)

Cash and cash equivalents at beginning of year

2

43,370

120,642

Cash and cash equivalents at end of year

2

399,639

43,370

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

393,727

940,028

Depreciation charges

29,404

29,636

Loss on disposal of fixed assets

-

214

Finance costs

54,391

56,254

Finance income

(7,628

)

(339,791

)

469,894

686,341

(Increase)/decrease in stocks

(45,615

)

19,219

Decrease/(increase) in trade and other debtors

459,422

(644,099

)

Increase/(decrease) in trade and other creditors

477,188

(34,963

)

Cash generated from operations

1,360,889

26,498

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

399,639

44,069

Bank overdrafts

-

(699

)

399,639

43,370

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

44,069

120,642

Bank overdrafts

(699

)

-

43,370

120,642

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

44,069

355,570

399,639

Bank overdrafts

(699

)

699

-

43,370

356,269

399,639

Total

43,370

356,269

399,639

1.	STATUTORY INFORMATION

Nilorn UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The functional and presentation currency for the company is the pound sterling (£). All financial information presented has been rounded to the nearest (£), unless otherwise stated.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

In July 2026, Nilorngruppen AB, the ultimate parent company, have accepted an offer for a public takeover. The Offeror's plans for the future business and general strategy do not include any material changes with regard to the Nilorngruppen's operational sites or its management and employees.

The Directors are of the opinion that the company continues to be a going concern and have therefore adopted that basis in the preparation of the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Nilorn UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included in the consolidated financial statements of its parent, Nilongruppen AB, a company registered in Sweden. These consolidated financial statements can be found at:

https://www.nilorn.com/investors/reports-and-presentations/

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates. Estimates and Judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The items in the financial statements where these judgements and estimates have been made include:

(i) Useful economic lives of tangible assets

The annual amortisation and depreciation charges for intangible and tangible fixed assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

(ii) Stock provisions

When calculating the stock provisions, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability.

(iii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Revenue recognition

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, after discounts, rebates, exclusive of VAT and other sales taxes or duty.

Tangible fixed assets

All fixed assets are recorded initially at cost.

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

Plant and machinery - over 5 to 25 years straight line

Fixtures, fittings and equipment - over 2 to 10 years straight line

Investments in subsidiaries and associates

Investments in subsidiary and associate undertakings are recognised at cost less any provision for impairment.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

The company has no 'Other financial assets'.

Financial assets are derecognised when (a) the contractual rights to the cashflow from the asset expire or are settled or (b) substantially all the risks and rewards of ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including trade and other creditors and hire purchase contracts, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

The company has no 'Other financial liabilities'.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Transactions denominated in foreign currency are translated into sterling at the rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Exchange differences are dealt with through the profit and loss account and are separately disclosed if material.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension scheme

The company operates a work place pension scheme for its employees with contributions payable to the schemes being charged to the profit and loss account in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

845,111

869,099

Rest of Europe

907,448

814,073

Rest of World

2,676,751

2,579,156

4,429,310

4,262,328

Turnover is attributable to the continuing activity of sale of printed labels, swing tickets and other woven jacquard products.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,056,269

1,021,758

Social security costs

120,292

97,737

Other pension costs

59,034

59,861

1,235,595

1,179,356

The average number of employees during the year was as follows:

2025

2024

Administration and Management

8

7

Sales

13

13

Production

8

7

29

27

2025

2024

£

£

Directors' remuneration

143,676

130,000

Directors' pension contributions to money purchase schemes

13,304

12,527

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

19,050

26,220

Depreciation - owned assets

29,404

29,636

Loss on disposal of fixed assets

-

214

Auditors' remuneration

13,000

12,000

Foreign exchange differences

55,427

107

Operating lease payments - property

90,967

90,967

Operating lease payments - plant and machinery

12,554

-

Operating lease payments - motor

14,527

14,901

Operating lease payments - other

15,888

20,245

In addition to remuneration for the audit, the auditors have also levied the following fees:

2025

2024

£

£

Tax advisory services

1,275

1,225

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

54,391

56,254

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

77,965

147,535

under/over provision in prior year

20,354

-

Total current tax

98,319

147,535

Deferred tax

(1,567

)

-

Tax on profit

96,752

147,535

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

393,727

940,028

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

98,432

235,007

Effects of:

Expenses not deductible for tax purposes

565

123

Income not taxable for tax purposes

(1,907

)

(84,948

)

Depreciation in excess of capital allowances

649

319

Other timing differences

(21,341

)

(391

)

Over / (under) provision of corporation tax

20,354

(2,575

)

Total tax charge

96,752

147,535

8.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim dividend ordinary

790,000

240,000