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Registered number: 01332889 PENLAW & COMPANY LIMITED UNAUDITED DIRECTOR'S REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
PENLAW & COMPANY LIMITED
COMPANY INFORMATION
Director | Ian Jackson
Registered number | 01332889
Registered office | Adsetts House
| 16 Europa View
| Sheffield Business Park
| Sheffield
| S9 1XH
PENLAW & COMPANY LIMITED
CONTENTS
| Page
Director's Report | 1
Profit and Loss Account | 2
Balance Sheet | 3
Notes to the Financial Statements | 4 - 9
PENLAW & COMPANY LIMITED
DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Director presents his report and the financial statements for the year ended 31 December 2025.
Principal activity
The company did not trade in the year and is dormant.
Director's responsibilities statement
The Director is responsible for preparing the Director's Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 of the profit or loss of the Company for that period. In preparing these financial statements, the Director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Director
The Director who served during the year and subsequently was:
Ian Jackson
Small companies note
In preparing this report, the Director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the Board on 21 July 2026 and signed on its behalf.
Ian Jackson Director
Page 1
PENLAW & COMPANY LIMITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Exceptional administrative expenses | 2 | - | (123)
Operating profit/(loss) |  | - | (123)
Income from shares in group undertakings |  | - | 738
Profit before tax |  | - | 615
Profit for the financial year |  | - | 615
The Company has not traded during the year. During this period, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
Page 2
PENLAW & COMPANY LIMITED REGISTERED NUMBER:01332889
BALANCE SHEET AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Fixed assets |  |  |
Investments and other financial assets | 5 | 289 | 289
|  | 289 | 289
Current liabilities |  |  |
Creditors: amounts falling due within one year | 6 | (289) | (289)
Net current liabilities |  | (289) | (289)
Total assets less current liabilities |  | - | -
Net assets |  | - | -
Capital and reserves |  |  |
Called up share capital | 8 | - | -
Capital redemption reserve | 9 | - | -
|  | - | -
These accounts have been prepared in accordance with the provisions applicable to companies which would be entitled to the small companies' regime but for being a member of an ineligible group. For the year ended 31 December 2025 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006. Members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The Director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The Company was entitled to exemption from preparing a strategic report, in accordance with 414B Companies Act 2006. The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 21 July 2026.
Ian Jackson
Director
Page 3
PENLAW & COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. The Company is a private company limited by share capital and is incorporated and domiciled in the UK. The address of the registered office is given in the Company Information section. The financial statements are presented in pounds Sterling, which is the currency of the primary economic environment in which the Company operates (its functional currency). Basis of accounting The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic Ireland' and the Companies Act 2006. The financial statements are presented in Sterling and rounded to the nearest £'000. Summary of disclosure exemptions The Company meets the definition of a qualifying entity under FRS102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in the presentation of a cash flow statement and remuneration of key management personnel.
|  | Investments
Investments in equity shares whch are not publicly traded and where fair value can not be measured reliably are stated at historical cost less provision for any diminution in value.
|  | Financial instruments
The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. Financial assets and liabilties are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and financial 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 Basic financial assets, which include debtors, cash and bank balances and loans to fellow group companies 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. Other financial assets Other financial assets, including investment in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of Page 4
PENLAW & COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Significant accounting policies (continued) 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 if 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. Derecognition of financial assets 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. Classification of financial liabilities 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 Basic financial liabilities, which include creditors, finance leases and a loan from the parent company and preference shares that are classified as debt, 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. Other financial liabilities Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivtive contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. Debt instruments that do not meet the conditions in FRS102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instrumets may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 5
PENLAW & COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Significant accounting policies (continued)
|  | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
2. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Impairment of investments in associates | - | 123
|  | - | 123
3. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on profit | - | -
Page 6
PENLAW & COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | - | 615
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | - | 154
| Effects of: |  |
| Expenses not deductible for tax purposes | - | 31
| Dividends from UK companies | - | (185)
| Total tax charge for the year | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
4. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Dividends paid | - | 3,629
|  | - | 3,629
Page 7
PENLAW & COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Investments and other financial assets
|  | Investments in associates | Financial assets at cost less impairment | Total
|  | £000 | £000 | £000
| Cost or valuation |  |  |
| At 1 January 2025 | 288 | 1 | 289
| At 31 December 2025 | 288 | 1 | 289
| Investments in which the Company holds 20% or more of the nominal value of any class of share capital are as follows: Penlaw Northwest Limited (49% Ordinary shares) Penlaw Fixings Limited (45% Ordinary shares) Penlaw Norfolk Limited (34% Ordinary shares) All of the above had the registered office of Adsetts House, 16 Europa View, Sheffield Business Park, Sheffield, S9 1XH. All of the above entities are dormant.
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts owed to parent undertaking | 289 | 289
|  | 289 | 289
| Amounts owed to the parent undertaking are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
7. | Related party transactions
The Company has taken advantage of the exemption available under FRS102 from disclosing transactions with entities that are part of the same group. Page 8
PENLAW & COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Authorised, allotted, called up and fully paid |  |
| 100 (2024: 100) Ordinary shares of £1.00 each | 100 | 100
| Rights, preferences and restrictions Ordinary shares have the following rights, preferences and restrictions: All shares rank equally, each share entitles each holder to one vote, entitles the holder to dividend payments or any due distribution, and each share entitles the holder pari passu to participate in a distribution from a winding up of the Company.
9. | Reserves
Capital redemption reserve The capital redemption reserve represents the cumulative effect of the purchase of the Company's own shares. Profit and loss account The profit and loss account represents cumulative profits and losses, net of dividends and other adjustments.
10. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Not later than 1 year | - | 213
|  | - | 213
| All but one lease have been novated over to the parent company. For the lease remaining in the name of Penlaw & Company Limited, the parent company, SIG Trading Limited, will pay the liabilities as they fall due.
Page 9