REGISTERED NUMBER: 11232493 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

PENGUIN HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr A M Kemp

Mr I Hakim

REGISTERED OFFICE:

Unit 317

India Mill Business Centre

Darwen

Lancashire

BB3 1AE

REGISTERED NUMBER:

11232493 (England and Wales)

AUDITORS:

SMH Group Audit

Statutory Auditors

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

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 achieved 9% turnover growth in the year which filtered down to a 7% increase on 2024's Gross Profit Margin, with Gross Profit Margin % dropping 1% to 68% for 2025.

The group acquired 1 practice during the year and opened another new practice, which combined with the late 2024 acquisition, contributed to 8% of the total revenue earnt for 2025.

Profit after tax increased by 17% proving that strategies to minimise overhead growth was successful where possible for the year leading to a respectful 5% uplift on administrative expenses, despite the acquisitions during the year which can attract heavy initial upfront costs.

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.

We celebrated the groups achievements together for the first time this year at our See Well, Be Well event which consisted of training and speakers in the day and a Christmas celebration in the evening. This was a great opportunity for employees from up and down the country of all roles to meet each other and to see just how much the company has achieved in terms of growing in size, wealth, experience and opportunity.

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 clientele 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 14% increase on net profit in the year continuing to add to the healthy cash balances. The group continues to invest in the newest technologies and therefore hire purchase has been used to fund these investments. In addition, loans aid in financing practice acquisitions and shop renovations rather than diluting cash reserves, whilst maintaining a healthy liquidity ratio. Liquidity continues to increase as the current ratio peaks over 5 for 2025.

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

16 September 2026

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

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

The total distribution of dividends for the year ended 31 December 2025 will be £ 723,500 .

On 01 January 2025, an interim dividend of £860 per ordinary A share and interim dividend of £87,500 per ordinary B share was paid.

On 02 January 2025, an interim dividend of £1,000 per ordinary A share and interim dividend of £100,000 per ordinary B share was paid.

On 06 April 2025, an interim dividend of £1,600 per ordinary A share and interim dividend of £190,000 per ordinary B share was paid.

All the above interim dividends were voted and paid before the sub-division of shares on 21 November 2025.

The directors recommended that no final dividend would be paid.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

Mr A M Kemp held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

Mr I Hakim was appointed as a director after 31 December 2025 but prior 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 DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director 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, SMH Group Audit, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A M Kemp - Director

16 September 2026

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 2025 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 2025 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors 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 Directors 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 Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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 SMH Group Audit

Statutory Auditors

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

16 September 2026

TURNOVER

3

12,563,991

11,508,921

Cost of sales

4,008,750

3,545,493

GROSS PROFIT

8,555,241

7,963,428

Administrative expenses

7,023,665

6,632,650

1,531,576

1,330,778

Other operating income

34,789

51,249

OPERATING PROFIT

5

1,566,365

1,382,027

Interest receivable and similar income

92,833

100,512

1,659,198

1,482,539

Interest payable and similar expenses

6

55,141

72,100

PROFIT BEFORE TAXATION

1,604,057

1,410,439

Tax on profit

7

506,823

478,564

PROFIT FOR THE FINANCIAL YEAR

1,097,234

931,875

Profit attributable to:

Owners of the parent

1,015,501

827,005

Non-controlling interests

81,733

104,870

1,097,234

931,875

PROFIT FOR THE YEAR

1,097,234

931,875

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,097,234

931,875

Total comprehensive income attributable to:

Owners of the parent

1,015,501

827,005

Non-controlling interests

81,733

104,870

1,097,234

931,875

FIXED ASSETS

Intangible assets

10

1,566,148

1,346,946

Tangible assets

11

1,492,038

1,672,377

Investments

12

-

-

3,058,186

3,019,323

CURRENT ASSETS

Stocks

13

1,005,781

1,015,652

Debtors

14

1,663,534

2,528,538

Cash at bank and in hand

3,073,298

2,450,021

5,742,613

5,994,211

CREDITORS

Amounts falling due within one year

15

1,152,854

1,652,019

NET CURRENT ASSETS

4,589,759

4,342,192

TOTAL ASSETS LESS CURRENT LIABILITIES

7,647,945

7,361,515

CREDITORS

Amounts falling due after more than one year

16

(376,757

)

(337,853

)

PROVISIONS FOR LIABILITIES

21

(253,229

)

(261,937

)

NET ASSETS

7,017,959

6,761,725

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

3,451,185

3,159,184

SHAREHOLDERS' FUNDS

6,543,658

6,251,657

NON-CONTROLLING INTERESTS

23

474,301

510,068

TOTAL EQUITY

7,017,959

6,761,725

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2026 and were signed on its behalf by:

Mr A M Kemp - Director

Mr I Hakim - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

2,650,688

2,650,588

2,650,688

2,650,588

CURRENT ASSETS

Debtors

14

2,321,292

3,036,526

Cash at bank

2,278,547

70,514

4,599,839

3,107,040

CREDITORS

Amounts falling due within one year

15

3,505,010

2,327,895

NET CURRENT ASSETS

1,094,829

779,145

TOTAL ASSETS LESS CURRENT LIABILITIES

3,745,517

3,429,733

CAPITAL AND RESERVES

Called up share capital

22

101

101

Retained earnings

3,745,416

3,429,632

SHAREHOLDERS' FUNDS

3,745,517

3,429,733

Company's profit for the financial year

1,039,284

1,084,055

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2026 and were signed on its behalf by:

Mr A M Kemp - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

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

Changes in equity

Dividends

-

(723,500

)

-

Total comprehensive income

-

1,015,501

-

Balance at 31 December 2025

101

3,451,185

441,735

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 January 2024

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

Changes in equity

Dividends

-

(723,500

)

(117,500

)

(841,000

)

Total comprehensive income

-

1,015,501

81,733

1,097,234

Balance at 31 December 2025

2,650,637

6,543,658

474,301

7,017,959

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

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

Changes in equity

Dividends

-

(723,500

)

(723,500

)

Total comprehensive income

-

1,039,284

1,039,284

Balance at 31 December 2025

101

3,745,416

3,745,517

Cash flows from operating activities

Cash generated from operations

1

2,716,973

1,582,609

Interest paid

(37,965

)

(55,322

)

Interest element of hire purchase payments paid

(17,176

)

(16,778

)

Tax paid

(816,895

)

(351,255

)

Net cash from operating activities

1,844,937

1,159,254

Cash flows from investing activities

Purchase of intangible fixed assets

(627,771

)

(14,000

)

Purchase of tangible fixed assets

(256,068

)

(262,565

)

Sale of intangible fixed assets

66,250

-

Sale of tangible fixed assets

71,371

1,063

Interest received

92,833

100,512

Net cash from investing activities

(653,385

)

(174,990

)

Cash flows from financing activities

New loans in year

535,411

60,431

Loan repayments in year

(532,455

)

(369,434

)

Capital repayments in year

(153,212

)

(95,233

)

Amount introduced by directors

422,981

-

Amount withdrawn by directors

-

(357,591

)

Equity dividends paid

(723,500

)

-

Dividends paid to minority interests

(117,500

)

(82,250

)

Net cash from financing activities

(568,275

)

(844,077

)

Increase in cash and cash equivalents

623,277

140,187

Cash and cash equivalents at beginning of year

2

2,450,021

2,309,834

Cash and cash equivalents at end of year

2

3,073,298

2,450,021

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

2025

2024

£

£

Profit before taxation

1,604,057

1,410,439

Depreciation charges

714,684

656,643

(Profit)/loss on disposal of fixed assets

(7,329

)

493

Finance costs

55,141

72,100

Finance income

(92,833

)

(100,512

)

2,273,720

2,039,163

Decrease/(increase) in stocks

9,871

(3,622

)

Decrease/(increase) in trade and other debtors

564,433

(666,342

)

(Decrease)/increase in trade and other creditors

(131,051

)

213,410

Cash generated from operations

2,716,973

1,582,609

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

3,073,298

2,450,021

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,450,021

2,309,834

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank and in hand

2,450,021

623,277

3,073,298

2,450,021

623,277

3,073,298

Debt

Finance leases

(235,356

)

92,801

(142,555

)

Debts falling due within 1 year

(331,813

)

158,367

(173,446

)

Debts falling due after 1 year

(203,838

)

(100,912

)

(304,750

)

(771,007

)

150,256

(620,751

)

Total

1,679,014

773,533

2,452,547

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 2025.

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.

On 29 January 2025, AK Fulwood Ltd was incorporated. Penguin Holdings Ltd held 50% ownership of the company, until selling their shareholding to the other shareholder on 21 January 2026.

This subsidiary has been excluded from consolidation on the basis that the inclusion is not material for the purpose of giving a true and fair view.

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.