REGISTERED NUMBER: 11232493 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PENGUIN HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTOR:

Mr A M Kemp

REGISTERED OFFICE:

1 Huntingtower Road

Sheffield

South Yorkshire

S11 8BQ

REGISTERED NUMBER:

11232493 (England and Wales)

AUDITORS:

Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The main activity of the Group continues to be the offering of optical and audiology products and services through retail channels with related support services.

As independent opticians, the third generation business works on the philosophy to provide a 'different level of eye & ear care', we have spent the last two decades building an enviable reputation founded on using state of the art and cutting edge technology.

The Directors and Senior Management team monitor the performance of the business through the tracking of revenue, gross and net profit.

The Group delivered an 11% turnover growth in the year and leveraged its supplier relationships and stockholdings to drive a 4% GP growth against increasing costs. Staff costs are a significant element of the cost base and despite a 28% increase on prior year, management of other expenses led to a minimal 3% increase on operating expenses to give a 11% increase on Net Profit before tax.

The business has continued to integrate into the group the historic acquisitions while striving to maintain the independent offering of each practice. While one acquisition occurred during the 2024 financial year, limited trading months will see the true impact in 2025.

A number of target businesses and opportunities were identified within the financial year coming to fruition in 2025.

Our staff are key to our service offering and we continued to invest in training and development through both business training events and our programme of support through professional training courses leading to recognised qualifications. Through internal development of our staff it nurtures home grown talent providing our clients with the best care and customer experience.

The group prioritises quality care for our customers in a variety of ways from diagnosis to prevention to treatment, and further increases our wide range of services, focusing on several optical health aspects. It is recognised that the investment in the latest innovative technology showcases our duty of care to clientèle to offer services to maintain or improve one's optical health.

The group continued to support local charities and considers our impact on environment through the offering of both bike to work schemes and electric car schemes across our practices.

PRINCIPAL RISKS AND UNCERTAINTIES

The group continues to pride and promote itself as local and independent businesses and ethos that will require focus as the business continues to grow.

Staff retention and recruitment is a risk in the current market however by being people centric and through investment in training, development and our employee offering, we aim to mitigate the risk through the nature of belonging.

The general economic unrest continues to be a risk to the group with the pressures on inflation and labour costs however the regular review of business performance allows the tracking and consideration of impacts on the existing business model.

GOING CONCERN

The business delivered a 11% increase on net profit in the year continuing to add to the healthy cash balances.

The debt within the business is linked to historic business support loans and due to the variable interest rate for an element of the loans, a risk linked to interest rates exists however the business monitors the position and based on cash position may activate the option for early settlement. Other finance for acquisitions and equipment are considered to be lower risk due to fixed interest rates and assets backed.

The general economic unrest continues to be a risk to the group with the pressures on inflation and labour costs however the director feels the cash reserves of the business and the continued opportunities from integration and system improvements to support the profitability of the business provides a buffer against such uncertainties.

The business has sufficient cashflow to service the operating requirements of the Group.

ON BEHALF OF THE BOARD:

Mr A M Kemp - Director

18 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of retail sale by opticians and retail sale of hearing aids.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTOR

Mr A M Kemp held office during the whole of the period from 1 January 2024 to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The Company has chosen in accordance with section 414c(11) of the Companies Act 2006, and as noted in this Directors' report, to include certain additional matters in its strategic report, that would otherwise be required to be disclosed in this Directors report. These are as follows;

- a summary of the Company's trading activities;

- principal risks and uncertainties;

- future prospects; and

- review of the business and future prospects.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Sutton McGrath Hartley, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A M Kemp - Director

18 September 2025

Opinion

We have audited the financial statements of Penguin Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

Our assessment of the susceptibility to material misstatement, whether by fraud or error, is made in a risk based

approach.

In this approach, laws and regulations applicable to the entity, such as the Companies Act 2006, United Kingdom

Generally Accepted Accounting Practice including Financial Reporting Standard 102, the relevant tax compliance

regulations within the UK, employment law, and Health and Safety law is considered, and the policies and controls the entity has in place to comply with these laws are reviewed, by discussion, reviews of correspondence and registrations monitored by external bodies. The engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Policies and controls relating to the risk of material misstatement as a result of fraud are also considered. These are

assessed by obtaining an understanding of the company's operations and control environment. The policies and

controls have been reviewed by discussion, review and sample testing of accounting entries, challenging assumptions and judgements, reviewing and evaluating related parties transactions, and wider background searches.Testing of value of stock and cut off, and consolidation adjustments is also completed.

We have ensured that the engagement team have appropriate levels of competence and experience to effectively

monitor these risks and carry out work relevant to our assessment of each risk, including consideration of the industry the company operates in and its size and complexity.

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.

James Salim FCCA (Senior Statutory Auditor)

for and on behalf of Sutton McGrath Hartley

5 Westbrook Court

Sharrowvale Road

Sheffield

South Yorkshire

S11 8YZ

19 September 2025

TURNOVER

3

11,508,921

10,383,537

Cost of sales

3,545,493

3,651,036

GROSS PROFIT

7,963,428

6,732,501

Administrative expenses

6,632,650

5,692,451

1,330,778

1,040,050

Other operating income

51,249

280,784

OPERATING PROFIT

5

1,382,027

1,320,834

Interest receivable and similar income

100,512

17,280

1,482,539

1,338,114

Interest payable and similar expenses

6

72,100

77,511

PROFIT BEFORE TAXATION

1,410,439

1,260,603

Tax on profit

7

478,564

367,453

PROFIT FOR THE FINANCIAL YEAR

931,875

893,150

Profit attributable to:

Owners of the parent

827,005

774,167

Non-controlling interests

104,870

118,983

931,875

893,150

PROFIT FOR THE YEAR

931,875

893,150

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

931,875

893,150

Total comprehensive income attributable to:

Owners of the parent

827,005

774,167

Non-controlling interests

104,870

118,983

931,875

893,150

FIXED ASSETS

Intangible assets

10

1,346,946

1,638,298

Tangible assets

11

1,672,377

1,762,659

Investments

12

-

-

3,019,323

3,400,957

CURRENT ASSETS

Stocks

13

1,015,652

1,012,030

Debtors

14

2,528,538

1,487,723

Cash at bank and in hand

2,450,021

2,309,834

5,994,211

4,809,587

CREDITORS

Amounts falling due within one year

15

1,652,019

1,319,548

NET CURRENT ASSETS

4,342,192

3,490,039

TOTAL ASSETS LESS CURRENT LIABILITIES

7,361,515

6,890,996

CREDITORS

Amounts falling due after more than one year

16

(337,853

)

(724,110

)

PROVISIONS FOR LIABILITIES

21

(261,937

)

(254,786

)

NET ASSETS

6,761,725

5,912,100

CAPITAL AND RESERVES

Called up share capital

22

101

101

Share premium

441,735

441,735

Other reserves

2,650,637

2,650,637

Retained earnings

3,159,184

2,332,179

SHAREHOLDERS' FUNDS

6,251,657

5,424,652

NON-CONTROLLING INTERESTS

23

510,068

487,448

TOTAL EQUITY

6,761,725

5,912,100

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

Mr A M Kemp - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

2,650,588

2,650,687

2,650,588

2,650,687

CURRENT ASSETS

Debtors

14

3,036,526

2,117,553

Cash at bank

70,514

56,734

3,107,040

2,174,287

CREDITORS

Amounts falling due within one year

15

2,327,895

2,479,296

NET CURRENT ASSETS/(LIABILITIES)

779,145

(305,009

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,429,733

2,345,678

CAPITAL AND RESERVES

Called up share capital

22

101

101

Retained earnings

3,429,632

2,345,577

SHAREHOLDERS' FUNDS

3,429,733

2,345,678

Company's profit for the financial year

1,084,055

965,421

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

Mr A M Kemp - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

101

1,908,012

441,735

Changes in equity

Dividends

-

(350,000

)

-

Total comprehensive income

-

774,167

-

101

2,332,179

441,735

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2023

101

2,332,179

441,735

Changes in equity

Total comprehensive income

-

827,005

-

Balance at 31 December 2024

101

3,159,184

441,735

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

2,650,637

5,000,485

439,757

5,440,242

Changes in equity

Dividends

-

(350,000

)

(92,818

)

(442,818

)

Total comprehensive income

-

774,167

118,983

893,150

2,650,637

5,424,652

465,922

5,890,574

Acquisition of non-controlling interest

-

-

21,526

21,526

Balance at 31 December 2023

2,650,637

5,424,652

487,448

5,912,100

Changes in equity

Dividends

-

-

(82,250

)

(82,250

)

Total comprehensive income

-

827,005

104,870

931,875

Balance at 31 December 2024

2,650,637

6,251,657

510,068

6,761,725

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

101

1,730,156

1,730,257

Changes in equity

Dividends

-

(350,000

)

(350,000

)

Total comprehensive income

-

965,421

965,421

Balance at 31 December 2023

101

2,345,577

2,345,678

Changes in equity

Total comprehensive income

-

1,084,055

1,084,055

Balance at 31 December 2024

101

3,429,632

3,429,733

Cash flows from operating activities

Cash generated from operations

1

1,582,609

1,752,189

Interest paid

(55,322

)

(58,819

)

Interest element of hire purchase payments paid

(16,778

)

(18,692

)

Tax paid

(351,255

)

(239,817

)

Net cash from operating activities

1,159,254

1,434,861

Cash flows from investing activities

Purchase of intangible fixed assets

(14,000

)

-

Purchase of tangible fixed assets

(262,565

)

(861,186

)

Sale of intangible fixed assets

-

12,365

Sale of tangible fixed assets

1,063

68,885

Sale of fixed asset investments

-

(12,365

)

Interest received

100,512

17,280

Net cash from investing activities

(174,990

)

(775,021

)

Cash flows from financing activities

New loans in year

60,431

85,768

Loan repayments in year

(369,434

)

(350,453

)

Capital repayments in year

(95,233

)

(137,844

)

Amount withdrawn by directors

(357,591

)

81,454

Equity dividends paid

-

(350,000

)

Dividends paid to minority interests

(82,250

)

(92,818

)

Acquisitions by minority interests

-

21,526

Net cash from financing activities

(844,077

)

(742,367

)

Increase/(decrease) in cash and cash equivalents

140,187

(82,527

)

Cash and cash equivalents at beginning of year

2

2,309,834

2,392,361

Cash and cash equivalents at end of year

2

2,450,021

2,309,834

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

2024

2023

£

£

Profit before taxation

1,410,439

1,260,603

Depreciation charges

656,643

632,080

Loss on disposal of fixed assets

493

11,679

Finance costs

72,100

77,511

Finance income

(100,512

)

(17,280

)

2,039,163

1,964,593

Increase in stocks

(3,622

)

(150,813

)

(Increase)/decrease in trade and other debtors

(666,342

)

308,047

Increase/(decrease) in trade and other creditors

213,410

(369,638

)

Cash generated from operations

1,582,609

1,752,189

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 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,450,021

2,309,834

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

2,309,834

2,392,361

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

2,309,834

140,187

2,450,021

2,309,834

140,187

2,450,021

Debt

Finance leases

(270,158

)

34,802

(235,356

)

Debts falling due within 1 year

(360,406

)

28,593

(331,813

)

Debts falling due after 1 year

(544,679

)

340,841

(203,838

)

(1,175,243

)

404,236

(771,007

)

Total

1,134,591

544,423

1,679,014

1.	STATUTORY INFORMATION

Penguin Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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.

Basis of consolidation

The financial statements incorporate the financial statements of the company and all group undertakings made up to 31 December 2024.

A subsidiary is an entity controlled by the company. Control exists where the company has power, directly or indirectly to govern the operating policies of the entity so as to derive benefits from its activities.

The consolidation of the subsidiary companies has been accounted for using the merger method of accounting following a group reorganisation in previous years as permitted by FRS 102. Assets and liabilities of the parties to the combination were not required to be adjusted to fair value.

Related party exemption

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

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of the subsidiary businesses since 2018, is being amortised evenly over their estimated useful lives of 5 and 10 years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of 25 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold

-

10% on cost and Straight line over the remaining period

Improvements to property

-

10% on cost

Plant and machinery

-

25% on reducing balance and 20% on reducing balance

Fixtures and fittings

-

25% on reducing balance and 20% on reducing balance

Motor vehicles

-

20% on cost

Computer equipment

-

25% on reducing balance and 20% on reducing balance