The directors present the strategic report for the year ended 31 December 2025.

The company’s principal activity continues to be the design, manufacture, supply and installation of bespoke shelving solutions.

With the aim of strengthening ITAB’s position and complementing the Group’s current offering, ITAB Group AB (publ) (formerly ITAB Shop Concept AB) agreed to acquire Financière HMY for a cash consideration of MEUR 320 at the end of September 2024.

With a final and definitive share purchase agreement entered into in early December 2024 and the other conditions for the transaction fulfilled, the acquisition was completed on 31 January 2025. The purchase consideration was paid in connection with the closing of the transaction.

The acquisition, which was completed at the end of January 2025, was undertaken to strengthen the Group's position in the retail solutions market, broaden its service offering and create opportunities for operational efficiencies and customer development.

During 2025, the company focused on consolidating the operational transformation initiated in the prior year and started the integration with ITAB UK Ltd.

Turnover decreased from £17.2m to £15.2m during the year, reflecting reduced investment by a number of key customers and challenging conditions across the retail sector. This reduction in activity, together with the Company's operating cost base, resulted in an EBITDA loss of £0.96m for the year.

Market

The retail market remained competitive throughout the year. While inflationary pressures and cautious capital expenditure continued to affect customer investment decisions, opportunities remained in store refurbishment, brand transformation and experiential retail projects.

The Company continued to broaden its customer base and strengthen relationships with national multi-site retailers.

The management of the business and the execution of the company's strategy are subject to a number of risks. The board reviews these risks and puts in place policies to mitigate them.

The key business and financial risks are:

Price risk

The company is exposed to commodity price risk, because of its operations, attributable to fluctuations in the price of steel. The exposure is mitigated by the trading strategy (purchase finished goods to sell as part of restructuring plans) and local sourcing of steel at forwarding price rates.

Credit risk

The company has implemented stringent policies that require appropriate credit checks on potential customers before sales are made. Where debt finance is utilised, this is subject to approval by the directors.

Liquidity risk

The company's cash position has remained stable over the year. The directors do not consider that the company is exposed to any liquidity risk.

Foreign currency risk

The company is exposed to foreign currency exchange rate fluctuations between sterling, Euro, and US Dollar. The Euro and US Dollar exchange rate risk is partially mitigated using natural hedging.

Following a financial and strategic review undertaken during 2026 after the year end, and having considered the outlook for customer activity, management concluded that continuing to operate through two separate UK legal entities was no longer optimal.

After consultation with employees and careful consideration of the strategic review findings, the decision was made to cease trading through HMY UK Innovation in Retail Ltd, close the Burnopfield site and operate under a single UK legal entity, ITAB UK Ltd.

The decision follows ongoing business performance challenges in the UK and the need to rebalance costs and focus Group resources on those areas of the UK business where stronger opportunities for sustainable, profitable growth exist. Where possible, employees will transfer to ITAB UK and continue supporting our customers.

This process is ongoing with the engagement of customers and suppliers to deliver continuity of service through ITAB UK Ltd.

The directors consider that the key performance indicators used to monitor the performance of the business are Turnover and Earnings Before Interest, Tax, Depreciation, Amortisation, Foreign exchange gains/losses, and Stock obsolescence ('EBITDA') to be the key measures of the company's performance.

• Turnover has decreased during the year by 13% to £15,189k (2024 - £17,175k)

• Gross profit margin for the year decreased to 18% (2024 - 26.6%)

• EBITDA for the period was £(957)k (2024 - £560k).

The net assets at the reporting date are £3,289k (2024 - £4,532k).

The directors consider the Company's financial performance during the year to have been below expectations, reflecting reduced customer investment and challenging market conditions.

The directors have prepared the financial statements on a basis other than going concern.

Following a strategic review undertaken during 2026 after the year end, the decision was made to cease trading through the Company and consolidate operations within ITAB UK Ltd. Accordingly, the directors concluded that preparation of the financial statements on a going concern basis was no longer appropriate.

Assets have been reviewed for impairment and, where necessary, written down to their estimated recoverable amounts. Liabilities have been recognised and measured at the amounts expected to be settled.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Since the year end, following a review of operations across the Group, the directors concluded the Company was no longer viable and formally decided to cease trading. The company has recognised a redundancy provision of £0.5m in respect of employee termination costs. As a result of the decision, the directors do not consider it appropriate for the financial statements to be prepared on a going concern basis.

In accordance with the company's articles, a resolution proposing that Sumer Auditco Limited be reappointed as auditor of the company will be put at a General Meeting.

The directors are responsible for preparing the annual report 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). 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; and

• 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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the exposure of the company to price risk, credit risk and liquidity risk.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of HMY UK Innovation in Retail Ltd (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 loss 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 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 – Financial statements prepared other than on a going concern basis

We draw attention to Note 1.1 in the financial statements, which explains that the directors intend cease trading within the next 12 months. Accordingly, the directors do not consider it appropriate to prepare the financial statements on a going concern basis. As described in Note 1.1, the financial statements have therefore been prepared on a basis other than going concern. 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 course of 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 our 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.

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, 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.

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

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

• Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

HMY UK Innovation in Retail Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 13, Hobson Industrial Estate, Burnopfield, Newcastle Upon Tyne, NE16 6EA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of 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 £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of ITAB Group AB. These consolidated financial statements are available from its registered office, ITAB Group AB, Box 9054, SE-550 09 Jönköping, Sweden.

The directors have prepared the financial statements on a basis other than going concern.

Following a strategic review undertaken during 2026 after the year end, the decision was made to cease trading through the Company and consolidate operations within ITAB UK Ltd. Accordingly, the directors concluded that preparation of the financial statements on a going concern basis was no longer appropriate.

Assets have been reviewed for impairment and, where necessary, written down to their estimated recoverable amounts. Liabilities have been recognised and measured at the amounts expected to be settled.

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for the goods supplied or services rendered, net of returns, discounts and rebates allowed by the Company and value added taxes. The company recognises revenue upon delivery of goods and services. Sales are normally made with a credit term of 30 days net monthly. The element of financing is deemed immaterial and is disregarded in the measurement of revenue.

The company also recognises revenue on bill and hold sales, when the buyer takes title, provided:

• it is probable that delivery will be made;

• the item is on hand, identified and ready for delivery to the buyer at the time the sale is recognised;

• the buyer specifically acknowledges the deferred delivery instructions; and

• the usual payment terms apply.

Revenue is not recognised when there is simply an intention to acquire or manufacture the goods in time for delivery.

Computer software is stated at cost less accumulated amortisation and accumulated impairment losses. Software is amortised over its estimated useful life of three years on a straight line basis.

Capitalised research and development costs are stated at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and 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 of the impairment loss (if any).

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined based on the standard cost method. Cost comprises of direct materials, including taxes, duties, transport and handling directly attributable to bringing the stock to its present location and condition. The cost of manufactured finished goods and work in progress includes design costs, raw materials, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors, loans to fellow group companies and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received, if considered material to the financial statements.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

In assessing whether there have been any indicators of impairment to assets, the directors have considered both external and internal source of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the financial year.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company depreciates tangible and intangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as the expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes. The carrying amount of tangible fixed assets at the reporting date was £1,109k (2024 - £1,260k) and the carrying amount of intangible assets at the reporting date was £10k (2024 - £24k).

The company establishes a provision for trade debtors that are estimated to not be recoverable. When assessing recoverability the directors consider factors such as the aging of trade debts, past experience of recoverability, and the credit profile of individual or groups of customers. The carrying value of this provision at year end was £193k (2024 - £523k).

The company designs, manufactures and sells shelving solutions which is subject to changing consumer demands. As a result it is necessary to consider the recoverability of the cost of stocks and the associated provision required.

When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

During the prior year, the company made loan repayments of £0.68m to HMY S.A.S. on a loan which had previously been forgiven.

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Included within creditors is a balance of £9.6k (2024 - £19k) outstanding at the reporting date.

Since the year end, following a review of operations across the Group, the directors concluded the Company was no longer viable and formally decided to cease trading. The company has recognised a redundancy provision of £0.5m in respect of employee termination costs. As a result of the decision, the directors do not consider it appropriate for the financial statements to be prepared on a going concern basis.

The company has taken advantage of the exemption available in FRS 102, Section 33: Related party transactions, whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.

The company's immediate parent undertaking is HMY S.A.S. The company's ultimate parent undertaking was Financiere HMY S.A.S.

On 31 January 2025, Financiere HMY S.A.S were acquired by ITAB Group AB (formerly ITAB Shop Concept AB), a company incorporated in Sweden. They are now considered to be the ultimate parent undertaking and controlling party.