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

Group

The Group’s principal activity during the year was the wholesale distribution and support of clinical equipment, lens edging machinery and ophthalmology technology to retail opticians, the NHS and eye clinics in the UK and Ireland. Irish distribution is through Birmingham Optical Ireland Lid ("BOIL"), a wholly owned subsidiary of Seebeck 136 and established in 2021 purely to facilitate post Brexit sales to Irish customers.

The company has been wholly acquired by Advancing Eyecare Inc on 4th August 2025, and as such is changing its financial year to 31st December, meaning that this financial reporting period is made up of 14 calendar months.

Turnover and profitability in the financial period ended December 2025 was not impacted by any supply challenges. Lead times remain unchanged across almost all product lines. The mix of service-related work increased significantly during the year as customers sought to extend the life of the product and defer replacement equipment purchases. This has a positive impact on margin, and negative impact on comparable sales against the previous year, Group turnover totaled £21.54m (2024: £17.97m). The Group has also witnessed growth in its gross margin percentage (from 48% in FY24 to 53% in FY25) through an improved blended foreign exchange rate against last year. The Group’s hedging policy will always result in a delayed benefit of the full in-year exchange movement.

Birmingham Optical Ireland Ltd (BOIL) remains a key strategic focus for the business and has witnessed increased profitability during the year, though the revenue has remained static. With costs well controlled, the benefit was derived through the margin - a reflection of a higher mix of service revenue, medical sales and an improved exchange rate against the prior year.

Administrative expenses plus Distribution costs remain controlled through our continual focus on our cost. This is satisfying, given the Group experienced continued price increases in many categories of costs. The Group has eliminated non-customer value adding activity to help reduce the cost base, vet maintained its exceptional customer service levels. This has all been achieved through a continual learning approach to its cost base, ensuring we can protect our customers from any unnecessary costs to serve.

Group operating profit of just over £3.6m is higher than the prior year (2024: £1.9m} and demonstrates a level of success the strategic pathways are delivering. All company loans were satisfied in the year following the acquisition by Advancing Eyecare Inc.

The directors are delighted to see the Group achieve a consolidated profit, before taxation. of £2.6m (2024: £1.2m). Group EBITDA {Earnings before Interest, Tax, Depreciation and Amortisation) increased from £2.6m in 2023/24 to £4.4m in the period to 2025,

Total comprehensive income for the year totaled £4.6m, and this has led to the Group's net liabilities changing from £1.6m at 31 October 2024 to a net assets position of £3m at 31 December 2025. Net current assets totaled £2.6m at 31 December 2025 (2024: £0.4m net assets).

The principal risks and uncertainties facing the Group are broadly grouped as competitive and financial instrument risk.

Competitive risks

The Group operates in a highly competitive market and manages to remain competitive by providing value added services, having fast response times, and maintaining strong relationships with its customers. In addition, the strength of the business is underpinned by the strong relationship with key suppliers from around the world providing premium products in all market sectors.

Interest rate risks

The loans used to fund the Group’s operations are fixed, thereby reducing any exposure to macro-economic effects.

Inflation risks

Cost price inflation has been high as these accounts are finalised, with pressure on energy costs, expenses and goods for resale. However, the Group attempts to counter any increases through a continual lean approach to all existing processes. In 2025, the Group launched its carbon target plan as it continues to work on energy efficient projects and initiatives.

Expenses and wage inflation is being managed through careful cost management, with annual staff pay reviews striving to balance the opposing pressures of cost inflation and staff retention.

Financial instrument risks

The Group takes a very pro-active view to minimise exchange fluctuations on account of its global supplier relationships..

Use of derivatives

The Group has established a foreign exchange committee of senior executives to evaluate the strategic Forex policy on a quarterly basis. The committee has a variety of tools at its disposal 1o balance the existing and emerging risks against the Group’s attitude towards the identified risks. The principal financial risk is foreign currency movement as most of the Group’s supplies are secured in Japanese Yen.

Exposure to credit, liquidity and cash flow risk

Credit risk is the risk that one party to a financial instrument will cause financial loss for that other party by failing to discharge an obligation.

Group policies are aimed at minimising such losses and require that deferred terms be only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures,

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

The Group aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets.

Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability.

The Group manages this risk, where significant, by use of derivatives as explained above.

The Group is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economic within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision,

The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.

The order pipeline remains buoyant, giving management ¢confidence for the near future and beyond.

Financial key performance indicators

The Group's financial KPIs focus on several critical areas. Gross margin and EBITDA remain the major factors in shaping the future success of the business and are referred to in the Business review above.

Business liquidity runs in parallel with margins and is closely monitored through both debtor and creditor management,

Other financial KPLs are as follows:

• Working capital analysis

• Cash flow forecasting

• Review of turnover: actual v forecast

• Analysis of overhead expenditure: actual v forecast

Other key performance indicators

Non financial key performance indicators are numerous but centre on the following:

• Health & Safety, including accidents and sick leave, Results remain in line with the previous year and show nil accidents reported in the last 12 months, whilst recorded absence remains low.

• Employee workforce management, including productivity measures around breakdowns and installations, witnessed a swing in volume from installation towards breakdown as customers extended the life of equipment.

• Customer feedback measures, rating each interaction between our team and the customer store staff remain consistently high at 9/10 and in line with previous years,

• Service Level Agreement dashboards, reporting how well the Group responds to agreed response times are monitored monthly with our customers, and the Group is delighted to report a high level of adherence to the agreed thresholds.

On behalf of the board

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

The principal activity of the Group continued to be that of wholesale distribution and support of edger machinery and clinical equipment to retail opticians in the UK and Ireland. The nature of the Company's operation and principal activity is that of a holding company.

The results for the period are set out on page 12.

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

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

The Group's activities in the field of Research and Development are primarily focused on Development of third party research into saleable products and services. These include data conversion and new products to facilitate remote eye care. Additionally, internal developments in business platforms and systems have been undertaken in the year.

We are working with suppliers to connect the visions of our customers who are looking for innovative thinking to help solve new and old challenges, as the UK seeks to take care of an ageing population.

Streamlining and outsourcing will continue to add operational efficiencies and are helping to mitigate upwards inflationary pressures. Operational efficiencies remain central to business priorities, with considerable focus and investment in digital transformation of our business systems and processes, This focus is enabling continued growth without significant step changes in overhead costs, and sets the business up well for the future.

Management has prepared forecasts (including cashflow) which cover the period to 31 December 2026, The forecasts indicates that the Group will be able to meet it's liabilities as they fall due in the next 12 months and beyond.

The Company relies on financial support from its main trading subsidiary, Birmingham Optical Group Limited, to enable it to continue operating and meet its liabilities as they fall due. Such financial support is confirmed by the subsidiary undertaking and management therefore considers it appropriate to prepare the financial statements on a going concern basis.

The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 auditor of the company 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 auditor of the company is aware of that information.

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis on which the directors have reached their conclusion.

The Group has net assets of £3,022,535 at 31 December 2025 (2024; net liabilities of £1,613,593) and net current assets totaling £2,591,305 (2024; £381,844).

Loan covenant compliance

The Group was fully compliant with the Loan covenants for the year ended 31 December 2025.

We have audited the financial statements of Seebeck 136 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 December 2025 and of the group's profit for the period 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 group and parent 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 group's and 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 directors with respect to going concern are described in the relevant sections of this report.

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 period 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 group and the parent company and their 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 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 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 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 directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Based on our understanding of the group and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to acts, by the group, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006. We evaluated management’s opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the recognition of revenue.

Audit procedures performed included:

• review of the financial statement disclosures to underlying supporting documentation;

• making enquiries of management on whether they had knowledge of any actual, suspected or alleged fraud;

• gaining an understanding of the internal controls in place through performing walkthrough procedures;

• review of income transactions around the year end to check the application of cut off;

• testing of journals; and

• evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 19 to 41 form part of these financial statements.

The notes on pages 19 to 41 form part of these financial statements.

The notes on pages 19 to 41 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2024 - £0 profit).

The notes on pages 19 to 41 form part of these financial statements.

The notes on pages 19 to 41 form part of these financial statements.

The notes on pages 19 to 41 form part of these financial statements.

Seebeck 136 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 4, Gravelly Industrial Estate, Birmingham, B24 8HZ.

The group consists of Seebeck 136 Limited and all of its subsidiaries.

The financial statements have been prepared for the 14-month period ending 31 December 2025. The comparative financial statements were prepared for the 12-month period ending 31 October 2024.

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 £.

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

The consolidated group financial statements consist of the financial statements of the parent company Seebeck 136 Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

• the Group has transferred the significant risks and rewards of ownership to the buyer;

• the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the Group will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably,

Specifically, revenue is recognised upon despatch of goods, unless the transaction is a bill and hold sale.

Bill and hold sales, in which delivery is delayed at the buyer’s request but the buyer takes title and accepts billing

In these circumstances, revenue is recognised by the Company when the buyer takes title, provided that the following conditions are satisfied:

• it is probable that delivery will be made;

• the item 15 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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage ot completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the Company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Rental of equipment

Revenue from a contract to provide equipment under the terms of a rental contract is recognised on a straight-line basis over the lease term.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquisition at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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 assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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 recognised in the profit and loss account.

Investments in subsidiaries are measured at cost less accumulated impairment.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Finished goods include attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and scll. The impairment loss is recognised immediately in profit or loss.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows. cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 and cash and bank balances, are initially measured at transaction price including transaction costs.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price.

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 derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price..

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.

Financial liabilities are derecognised when the group'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 group’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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan arc held separately from the Group in independently administered funds.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company.

Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation al period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions tock place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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

Appropriate provisions are made for slow moving and obsolete stock based on when specific lines of stock were last sold. Judgements are made by management based on their knowledge of market trends and the expected future order book when deciding which slow moving items should be provided for.

Additionally, judgements are made when processing the overheads adjustment which is made to reflect the costs incurred which are attributable to the year end stock value. These costs include percentages of carriage inwards, import duties and handling charges. The percentage used is an estimate selected by management based on proportions of the relevant costs against the total cost of sales figure for each period.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 2).

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

Amortisation of intangible assets is included in administrative expenses,

Goodwill arose upon the acquisition by the company of Seckloe 270 Limited and its indirectly held trading subsidiary, Birmingham Optical Group Limited.

No impairment losses on intangible assets have been recognised in the Statement of Comprehensive Income during the year.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 December 2025 are as follows:

(A) - Held by Seckloe 270 Limited

The carrying value of stocks are stated net of impairment losses totalling £144,388 (2024: £213,388). Impairment losses adjustments totalling a credit of £69,000 (2024: £104,500, debit) were recognised in profit and loss.

Amounts owed to the Company by group undertakings are interest-free, unsecured and repayable on demand.

Amounts owed by the Company to group undertakings are interest-free, unsecured and payable on demand.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

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. The pension costs charge represents contributions payable by the Company to the fund and amounted to £96,114 (2024 - £89,043). Contributions totalling £1,330 (2024: £24,439) were payable to the fund at the balance sheet date.

1) On 6 April 2018, Seebeck 136 Limited, granted EMI share options to key management personnel of Birmingham Optical Group Limited in respect of 225,000 Ordinary D shares which the Employee Benefit Trust holds in the capital of Seebeck 136 Limited.

100,000 options were exercisable after 3 months and 125,000 options are exercisable on exit.

The options lapse in the following circumstances:

• If the option holder ceases to be an employee of the Company

• On the tenth anniversary of the option agreement.

100,000 of the options have lapsed, and none of the options have been exercised at the balance sheet date.

2) On 15 May 2024, Seebeck 136 Limited, granted EMI share options to key management personnel of Birmingham Optical Group Limited in respect of 128,716 Ordinary D shares which the Employee Benefit Trust holds in the capital of Seebeck 136 Limited.

All 128,716 options are exercisable on an exit event occurring.

The options lapse in the following circumstances:

• If the option holder ceases to be an employee of the Company

• On the tenth anniversary of the option agreement.

None of the options have been exercised at the balance sheet date.

In each case above, the fair value of the options was measured by using the Black-Scholes option pricing model. The equity-settled share-based payment expense is assessed to be immaterial by management in each case, and has not been accounted for.

On 4 August 2025, the B Ordinary shares, C Ordinary shares, D Ordinary shares and F Ordinary shares were redesignated as Ordinary shares.

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.

Profit and loss account includes all current retained profit and losses.

A guarantee existed in favour of a supplier for £Nil (2024; £50,000).

A guarantee existed in favour of HM Revenue & Customs for £Nil (2024: £20,000).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The directors have chosen not to disclose transactions entered into between wholly owned group undertakings, as permitted under FRS 102 paragraph 33.1A.

Key management remuneration totalled £1,388,054 (2024: £443,242).

The Company's immediate parent undertaking is Advancing Eyecare (UK) Limited, a company registered in England and Wales.

CC Focus Parent, L.P., a company registered in Delaware, United States of America, is the ultimate parent undertaking.

These financial statements represent the smallest and largest group in the UK in which Seebeck 136 Limited is consolidated.

There is a fixed and floating charge over the trade and assets of the company held by CC AEC Co-Invest LP.

There is a fixed and floating charge over the trade and assets of the company held by UBS AG, Stamford Branch.