2024-12-31-accounts

Pennies. Annual Report & Financial Statements 2024 Because micro-donations matter.

Pennies. The impact of micro-donations 2024 marked the first year that more than £10 million was raised from Pennies donations. 15 minutes Every two hours of micro-donations made by diners at a national restaurant chain could fund a conversation with Shout for someone in distress, a conversation that could save a life. micro-donations from customers at a discount retailer could raise enough for Make-A-Wish to send a family on a once-in-a- lifetime holiday where they can reconnect and make memories. Someone made a donation with Pennies every 0.7 seconds in 2024. Nine hours One day of micro-donations from customers ordering pizza online could help to fund a whole day of therapeutic programmes for a child with a serious illness. of micro-donations made by high-street pharmacy customers could buy a specialist app to help someone with MND continue to communicate with others.

The Pennies Foundation Annual report and financial statements for the year ended 31 December 2024 Registered in England and Wales charity number: 1122489 Registered in the Republic of Ireland charity number: 20106331 Registered in the Isle of Man Gharity number: 1275 Company number: 6418982 Registered office: 1 st Floor 64 London Wall London, EC2M 5TP Peilllies.4p.nudl R￿00Fi aiid Firiancial SIsie.Tents 2024

Contents Legal and Adminislrative Information The Report of the Trustees Our Values Vision, Objects. Purpose of the Charity, and Public Benefit Structure, Governance and Management Financial Review Achievement and Performance 13 Statement of Trustees, Responsibilities 14 Independent Auditor's Report to the Members ofThe Pennies Foundation 15 statement of Financial Activities (incorporating an income and expenditure account) ....-_.....................................18 Balan￿ Sheet 19 Statement of Cash Flows 20 Notes to the Financial Statements 21 Pennies Annual R-port and Financial Siatements 2024 4135

Legal and Administrative Information Registered Charity Numbers England and Wales Republic of Ireland Isle of Man 1122489 20106331 1275 Company Registration Numbers England and Wales Isle of Man 06418982 006181F Governing Instrument Articles of Association (Amended 12 August 20191 Trustees Robert Leitao Peter Ayliffe Chair Vice Chair, Audit Committee member Audit Committee Chair Graham Edwards Penny Lovell Angela Luger Julian Taylor Leigh Thomas Paul Bain Audit Committee member Appointed 2 April 2025 Chief Executive Alison Hulchinson CBE Registered Office and Business Address First Floor 64 London Wall London EC2M 5TP Banker HSBC Bank plc 94 Kensington High Street London W8 4SH Auditor RSM UK Audit LLP 25 Farringdon Street London EC4A 4AB Solicitor Simmons & Simmons LLP Citypoint One Ropemaker Street London EC2Y 9SS Website hlt s'll ennies.or ukl Pennies Annual Report alld Finanaal Statements 2024 5135

The Report of the Trustees The truslees are pleased lo present Iheir annual directors, report together with the financial statements of The Pennies Foundation (working name "Pennies") for the year ended 31 December 2024, which are also prepared to meet the requirements for a direclors, report and accounts for Companies Ad purposes. The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Artides of Association, and Accounting and Reporting by Charities= Slatement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland {FRS 102). The accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. Ourvalues Our Purpose To make micro-donations easy in an increasingly cashless society. We care to our core We inspire people to take action We make things happen We adapt as needed Objects of the Charity The Charity's objects are, for the beneffl ofthe public.. 1. The promotion of the voluntary sector in particular (but not exclusively) by encouraging and facilitating charitable giving, assisting in the application of funds for charitable purposes and monitoring the use of such funds by charitable organisations., 2. The promotion of the efficiency and effectiveness of charities and the effective use of charitable resources in particular (but not exclusively) by providing advi￿ to charities and organisations seeking lo maximise charitable giving, exchanging information with such charities and organisations and providing technology and infrastructure designed to make it easier to give to charity,. and 3. Such other purposes that are exclusively charilable as the trustees from time to time think fit. Vision, Objects, Purpose of the Charity, and Public Benefit Strategies to Achieve Our Objectives A trusted leader in digital micr(Fdonations, Pennies has Created a movement Ihat offers businesses a powerfvjl way to demonstrate social purpose, helps charities make a greater impact, and gives consumers an affordable way to donate withoul cash as part of their daily lives. Ourvision Vvherever and whenever people pay by card or digitally, they will be given the opportunity lo donate a few pen to charity, in a simple, safe and sustainable way. Our Mission To protect and grow micr(Fdonations- ensuring that the public has digital ways to keep donating the small amounts of money thal are so vital for charitable causes. In an increasingly cashless society, our digital charity box provides an accessible way to add a small donation to transactions when paying by card, digital wallet or in- app. Pennies Annu81 Report and Financial Statements 2024 6135

Pennies is a simple, affordable, and private way to donate. with 100°/o of funds raised going to charity. impact evaluation of the use of the funds by those charities and we regularly publish inforniation on our website relating to the work of the charities that benefit. We work with the payments. technology and digital Commer￿ platfomi sectors to introduce micro-donation opportunities lo more channels, unlocking the functionality for the benefit of the charity sector. We focus on the securily and efficiency of digital micro- donating, giving consumers an easy opportunity lo support charities as they go about their daily lives. As a significant proportion of Pennies, social value is created by the impact ofthe micro-donations we enable, we can dedu￿ that significant additional social value will have been created through our work in 2024. In addrtion, by working with our partners to enable micro- donating we are helping them to fulfil their own social objectives to give back to the communities in which they operate. Public Benefit, Environmental and Social Impact The trustees consider thal Pennies has a low environmenlal impacl as a digital-only initiative that does not require the manufacture or transport of physical goods. In addition, we occupy a single office location easily accessible by public transport, which was refurbished in 2019 with the latest energy-efficient healing and lighting. We are continuing with a hybrid working pattern, introduced in 2021, which means that fewer days are worked in the office, thereby saving a signifir2nt portion of staff travel lime and the impact that has on the environment. The trustees confirm that. in carrying out their responsibilities and exercising their powers, they have complied with their duty to have due regard to the guidance on public benefit published by the Charity Commission for England and Wales. Pennies is independent, enabling it to lead the micro- donation movement for the benefrt of the entire charity sector, and we engage across all technologies, merchants, hospitality sectors and channels. Micro- donations could inject £1bn per annum into the UK charity sector rf every UK card holder gave just 35p a week. As set out in this report, our charitable activities include implementing Pennies with our partners lo give consumers the option lo donale their "digital change. whenever Ihey use cards or other digital payment methods to pay for goods and seNices. The sums ¢olle¢ted are donated to us and we then make grants to approved registered charities. We do not collect or hold personal data relating lo individual donors and our retail partners undertake not to contacl them about their donations. We are focused on encouraging and facilitaling charitable giving through micro-donations. thereby supporting the UK charitable sector. Pennies is focused on encouraging and facilitating charitable giving through micro- donations, thereby supporting the UK charitable sector. The trustees ¢onsider that, as registered charities are required lo demonstrate explicitly Ihat their aims fulfil the requirements of public benefit. and as our activities are directed towards making grants to charities which are registered with at least one of the Charity Commission for England and Wales, the offi￿ of the Scottish Charity Regulator, the Charity Commission for Northem Ireland. the Charities Regulatory Authority in the Republic of Ireland, the Association of Jersey Charities, or the Isle of Man Charilies Central Registry, our adivities are wholly for the public benefft. In addition. we provide information about our social impact on our website at to highlight the breadth of causes and charities benefitting from Pennies. We also carry out our own Pennies Annual Report and F1nancial Statements 2024 7135

Striir.tLire, Governance and Management The Charty is a private Company limited by guarantee, registered in England and Wales (number 06418982) and is a charity registered with the Charity Commission for England and Wales (number 1122489), with the Charities Regulatory Authority in the Republic of Ireland (number 20106331), and is registered with the Jersey Financial Services Commission as required by The Non-Profit Organisations {Jerseyl Law 2008 (the"NPO Law'l, and with the Isle of Man Charities Central Registry (number 1275}. Trustees The Constitution requires al least three Irustees but there is no maximum number. As set out in the Constrtution the trustees have the power at any time to appoint any person who is able and willing io be a trustee. Trustees are appointed for an initial term of three years and may be reappointed by the trustees for further terms of three years. In the event that a Trustee has Se￿ed in office for Ihree consecutive terms of three years. such Trustee may be reappointed by the Trustees for further temis of three years after the end of their third term in office if 750kn of the Trustees resolve that they are reappointed, taking account of the Trustee's conlribulion to the Board as a whole. This flexibility is of great value lo the Charity in its still relativély early years, and in a period of continual rapid growth and development, having a consistency of key l)oard members is very welcome. The Charity's goveming document is the Articles of Association adopted on 6 November 2007 and amended on 12 August 2019 (the Constitution). Trustees consider Ihe principles set out in the Charity Governance Code, refreshed at the end of 2020, when carrying out their duties. Annually the Charity Prepares an evaluation of how the Charity applies the Code's principles and recommended practices. The evaluation in 2024 showed that most of the Code's recommended good practices are followed. When reviewing the board effecliveness feedback. the trustees identified a requirement to appoint a trustee with particular experience in payments and technology. A recruitment process commenced and the trustees were delighted lo welcome Paul Bain as a trustee on 2 April 2025. We will continue to use the code as a tool lo support continuous improvement as the Charity develops, and to focus on the areas for improvement and further implementstion. During the year Peter Ayliffe was appointed as Vice Chair with effect from 24 September 2024. When recruiting new trustees, the Charity aims to attract a breadth of skills and diversity commensurate with our stage of development as a growing charily. Board appointments are based on merit and whether a andidate has the skills and knowledge to be an effective trustee and has the ability to support the ambitious donation growth targets set by the Board of Trustees over Ihe short to medium term. The liability ofthe members is limited, and each member agrees to conlribule up to £10 in the event of the Charity being wound up. The trustees are the only members of the Charity and they automatically become members on appointment to the Board of Trustees (Board). Prior to appointment, trustees receive a comprehensive induction pack which includes the Constitution, background on Pennies and its aims, our Code of Conduct for Tmstees and Conflict of Interest Policy and informalion about their role and responsibilities. Both new and existing trustees have Ihe opportunity to meet regularly with the Chief Executive. the senior management team and other members of staff, and when required further training is arranged for a trustee as an individual or for the Board as a whole. During the year the Charity commenced the process of closing its wholly owned subsidiary, Your Penny Limited, a private limited company registered in England and Wales (registered number 6880306), which has been dormanl since inception. This process was completed on 11th February 2025. The following either seNed as Iruslees during the financial year or were trustees at the date of this report.. The Charity is registered with the Fundraising Regulator and has committed to follow the Code of Fundraising Practice and the Fundraising Promise. In 2024 we received a total of 4 complainls {2023: 5 complaints} which is extremely low in the context of the total number of donations for the year which was 43.9 million {2023'. 38.4 million). We responded to, and resolved. each complainl with the complainanls. Pennies is a pressure- free way to donate to charity prompted by technology, without the need for a person to make the ask, allowing the consumer to confidentially choose lo donate anonymously, as no personal data is asked for or collected. Robert Leitao Peler Ayliffe Chaif Vice Chair {appointed 24 September 20241, Audit Committee Member Audit Committee Chair Graham Edwards Penny Lovell Angela Luger Julian Taylor Leigh Thomas Paul Bain Audit Committee Member Appointed 2 April 2025 Pennies Annual Report and Fsnar£ial Statements 2024 8135

The trustees, who are collectively responsible for Ihe Charity's governance, for ensuring delivery of our charitable objectives and for setting our strategic direction, met four times during the year. At each meeting the trustees re￿iVed a governance update and discussed the implications for the Charty. supporting the development of our strategy and the pursuit of our objectives. Pay Policy for Senior Sta The trustees consider that the Board and the senior management leam comprise the key management personnel of Pennies responsible for directing. controlling, and Tunning it on a day-lo-day basis. The Audit Committee, which met I￿Ice during the year, has delegated responsibility on behalf of the Board for= reviewing the financial slalemenls and the application of appropriate accounting policies., and Providing oversight of the external audit Pfocess by monitoring and reviewing its effectiveness, independence and objectivity. All trustees give their lime freely and no trustee received remuneration in the year. Senior staff pay is reviewed annually. Wherever possible, we benchmath salaries paid for Comparable roles in the charitable sector adjusting for any additional responsibilrties. Matters which are reseNed to the Board include appointing the Chief Executive, agreeing our strategy, plans and budget, appointing external auditors and approving key policies such as the risk management and investment policies. Pensions and Other Benefits We have a workplace pension scheme and make the minimum stalulory contribLrtions for all enrolled employees. Also 4 employees have employer pension contribulions paid by us as part of a salary sacrifice scheme (2023.. 4). Management and Staff Responsibility for the day-to4ay management of the Charity is delegated to the Chief Executive, Alison Hutchinson CBE, within the strategic and accounlability frameworks established by the trustees and includes responsibility to negotiate and enter into agreements on behalf of the Charity in the ordinary course of business. There were no additional benefits provided lo staff in the year. Risk Management We support the principles of equality, diversity and inclusion in the Charity Governance Code and take these into account when recruiting trustees, management, and slaff, balan￿d with our specific needs as a growing and changing charity- 1 staff member is registered as disabled (2023-. 1). The Board recognises its responsibilities for ensuring that an appropriate framework is in place to identify. monitor and mitigate risks lo our objectives and has accordingly adopted a Risk Management Policy. The risk management register is reviewed at least annually by the Board and any issues which could impact the Charity, induding any reputational implications, are raised and discussed by the Trustees at meetings during the year. The register identrfies the major risks to which the Charity is exposed together with Ihe actions and systems in place lo mitigate or reduce the exposure to those risks. We are actively looking for diversity of input to better inform the decisions of the Board. In terms of gender diversity, as well as having a female CEO, and by the end of the year 42.90A (2023.. 42.9°A} of our trustees are women. We have adopted a hybrid working policy of some days in the office and some working from home. which has been welcomed by our staff, and has assisted with recruitment by increasing the attractiveness of working with us and broadening the availability of experienced Candidates. The review carried out in 2024 identified that the key risks are- Key person dependency principally the unplanned exit or long-term absence of key members of the Pennies team who possess charity-critical abilities and knowledge. The trustees would like to thank our volunteers who support our day-to-day activities, and the members of our three advisory boards who also give their time voluntarily lo bring their industry experience to bear in This is managed by maintaining an attractive remuneration and flexible worf(ing policy commensurate with Pennies, size and sector. sharing knowledge across the team, ensuring Pennies Annual Report and Finanaal Siatement5 2024 9135

adequate notice periods are in place in employee contracts and the implementation of systems to centralise and store key contact data and Gommunications. This is managed by in-house security measures lo both monitor incoming donations and manage outgoing grant payments and other operational payments. Our control procedures have been, and are continually. reviewed by our external auditors. 2. Other micro-donation schemes - no entily has ownership of micro-donaling and there are other propositions in the marketplace. Although we welcome any initiative that aligns with our objective to maximise charitable giving, too many disparate micro-donating schemes could start lo impact on our operating model and poor executions could be confused with Pennies and inadvertently cause reputational damage. I nternal Controls The trustees have overall responsibility for ensuring that we have in place appropriale financial and other systems and controls to provide assurance that we.. operate efficiently and effectNely', safeguard our assets against unauthorised use., maintain accurate financial and other records.. and comply with relevant laws. This is managed by promoting the value-add and CSR beneffls that the Charity brings to both technology partners and retailers through ils expertiselsupport. We continue to develop the Pennies brand with consumers as a trusted and primary micro-donation organisation and transparent charity supporting the wider chanty sector through Ihe social impact we enable. The systems of financial control are designed lo provide a reasonable but not absolute level of effectiveness and include.. 3. Cyber-attack given our reliance on digital technology there is an omni-present risk of such an attack, countered by the measures we have n place to defend our systems and the fact we do not hold any personal or card data which partially devalues its worth to attackers. an operational plan and annual budget., annual review of the risk management register., regular monitoring of actual results against budgets and forecasts; and delegation of authority to the Chief Executive for expenditure and committing the Charity within the agreed budgets. An attack on us is more likely lo be malicious behaviour in an attempt lo prevent us from operating. During the year the trustees met 4 times {2023= 4) to review our progress and, where required, approve the following.. This is managed by the Pennies donalion ask, where prompted by our own systems, being designed to fail gra￿fullY and the option to donate simply disappearing. The risk would then be confined to the value of donations lost while it is resolved. All of our cloud solutions are externally hosted. managed and backed up per industry standards. reports from the executive team on progress against plans., an annual budget and a number of reforecasts during the year.. the top-down risk profile for the Charty., the evolving governance requirements and implications for the Charity.. regular management accounts highlighting any variances from budget or reforecast., and monthly updales on progress against strategic objectives. 4. Attempt lo defraud we have grown micro- donations significanlly and we are now handling significant sums in terms of donations received and grants paid. Therefore, we recognise this as an inherent risk in a fundraisinglgrant making model such as Pennies. It is worth noting that the average donation value received by the Charity in 2024 was £0.24 (2023.. £0.23) Pennies Anp.ual Report and Financial Slatemenis 2024 10135

Financial Review Since launching in 2010 up to the end of 2024, consumer donations to Pennies have continued lo grow substantially. having raised a total of £59.3m from over 245m consumer micro donations, from which we have made grants lolalling £54.8m to more than 1,000 charities across a breadth of causes, and retained £4.5m for our own charitable purposes. self-sufficienl from the small percentage of retained Pennies donations. In 2024 over 50% of annual operational expenditure (total expenditure less grants payable and donated services and facilities) was covered by retained Pennies donations. This percentage is expected to increase over the coming years as Pennies donations grow. The Statement of Financial Activities on page 18 shows total incoming reSOur￿S of £11,450,284 12023= £9,386,831 } which is analysed in note 2 to the financial statements. This represents an increase of 22/ compared to the previous year. The Statement of Financial Activities shows total resources expended of£11,352,038 {2023= £9,376,632) which is analysed in note 3 to the financial slatements. This represents an increase of 21 /0 wmpared to lasl year largely due lo an increase in grants payable. Of the resources expended, £10,974,555 {2023.' £8,994,180) was spent directly on charitable activrties. the majority in the form of grants to other chaflties. £256,947 {2023'. £284,227) was spent supporting charrtable activities, and £120,536 {2023= £98,224} was spent on govemance. In 2024 income from Pennies donations increased to £10.565,460 (2023.. £8,743,583}. which represents an increase of 20.8% compared to the previous year. This increase was due to a full year of donations in 2024 from merchants who launched Pennies during 2023 and from 34 new merchant or merchant shopping channels who launched in 2024. Income from companies, foundations and individuals also increased to £755,336 12023.. £601.283), which represents an increase of 25.6% compared to the previous year, the details of all of the above can be found in note 2 to the financial statements. 16% In January 2024 the Charity commenced an office sharing arrangement which resulted in income of £42.574 {2023'. £nil). increase in volume of donations 22% increase in income in 2024 245 million At the balance sheet date, we held funds of £1,496,202 (2023.. £1,397,956), all of which (2023- 1000/0) is unrestricted and available for general use. micro-donations made since launch All cash funds are held al our bankers (HSBCI, either in a current account or in an interest-bearing account on either short term deposit or with instant withdrawal. W8 are extremely grateful for the generous donations from individuals, companies and charitable foundations that support the Charity and provide funding for ourcore cosls. Over time, as Pennies grows, we aim to become Pennies Annual Report and Fin3n¢ial Statements 2024 11135

Investment P licy Our investmeni policy is to retain funds in a liquid form to facilitate meeting the costs incurred in the furtherance of our objectives and to enable us lo make timely grant payments to nominated and approved charilies. Our funds are therefore either held in a current account or in liquid interesl-bearing bank deposil accounts with our bankers, HSBC. The trustees keep the policy under review to ensure it remains appropriate in light of the expected growth of our income in the short to medium term. always include complying with applicable legislation and the provision of impact infomiation in respect of the grants. All grants made by us are to charities registered wilh the Charity Commission for England and Wales or the equivalenl in Scotland. Northern Ireland, Ihe Republic of Ireland, Jersey, or the Isle of Man. The aims of the harities must fall within, or be analogous to, the descriptions of charitable purposes as set out in the Charities Act 2011 and they must be able lo demonstrate public benefit as defined by the Charity Commission of England and Wales. Reserves Policy and Going Concern The trustees are aware of the requirement for ¢harities to manage the level of reserves that they hold and to adopt a policy which determines the level of reserves which they believe would be appropriate lo maintain. Funding is not available to individuals or unregistered bodies, and we will not support charrties having the principal objective of the advancement of religion or political aclivism. At the end ofthe year the balan￿ of unrestricted funds held had increased slightly over the previous year at £15m 12023.. £1.39m), and within the larget level to maintain a general reserve of unrestricted funds equal lo at least nine months, operational expenditure {£1.2m) on a forward-looking basis. Charities delivering a wide range of servI￿s, across a breadth ofcauses, were supported during the year. Our website ) has information about the charities that we have supported and continues to support. Note 4 to the accounts also gives details of all charities that re￿iVed a grant in excess of £5,000 dufing the year or previous year. The trustees have considered the current level of reseNes. and the evident suslainability of the Pennies model. They have also reviewed available liquid resources in the context of the operating and spending plans over the next 18-month period, togelher with the ability lo raise further funds or curtail spending if required. Based on these considerations, the trustees believe that we have sufficient financial resources to continue in operational existence for the foreseeable future and that we are well placed to manage our operating risks successfully. We require all the benefitting charities, on request, to provide representative information aboul how grants are used and the difference they make lo their beneficiaries. The information is published on our website and also regularly disseminated using social and other media. This includes working with benefitting charities who themselves are grant makers lo understand and monitor how Pennies, grants have been used in the furtherance of their objectives. Further information is available in the published accounts of the benefitting charities. The trustees have therefore ¢onlinued to adopt the going con￿rn basis of accounting in preparing Ihe annual financial statements. There is no material uncertainty about our ability to continue as a going concern. Grant Making Policy The Board has full responsibility for the distribution of all funds under its management. Recognising the important role of merchants and payment service providers in enabling us to raise money and make grant payments to other charities, the trustees invrte them as appropriate to nominate charities to benefrt from a major proportion of the funds they raise. provided that the nominees comply with our overall criteria and on-going requirements. These Pennies Annual Rèport and Financial Statements 2024 12135

Achievement and Performance Good progress was made in the following areas during the year.. donation API for both in-store and online donations. The same can be said for our e-commerce donation cartridges which make it very easy for an e-commerce merchant to implement Pennies. For the first time we raised over £10m in Pennies donations in a year. The value of consumer donations alone (excluding donalions from a merchant where for example they malch their customer donations for a period of lime}, grew by 27°A in 2024. In 2024 someone made a Pennies donation every 0.7 seconds. Since launch almost a quarter of a billion Pennies donations have been made In 2024 we surpassed 1,000 charilies supported by Pennies grants since launch. Our overall aim remains the same, which is to continue to grow Pennies micro-donalions significantly over the coming years as more and more consumers are offered the option to donate, and more do so, as awareness builds of the resulting positive social impact. Increasingly our partners are asking for an international Pennies solution and in preparation we were delighted to sign in January 2024 a partnership agreement with the King Baudouin Foundation, based in Belgium, wtlh whom we are exploring a number of international territories where our current partners are active and interested in supporting charities wf(h Pennies each country where they operate. In order to support our growth plans we have inilialed a project to consider replalforming and developing our back-office system to enhan￿ our operational and mulli-currency capabilities and take advantage of modern technology platforms. This is likely to be a significant investment in 2025126. Over the longer term we are aiming, and are on track, to fully cover our core costs from a small percentage of the Pennies donations. Until we reach that point, we will continue lo seek funding from foundations, individuals and other organisations for core costs not yel fully covered by relained Pennies donations. I,OOO+ charities supported since launch 257 charities in 2024 alone Related Parties Related Paty transactions are dis¢losed in Note 8 to the financial statemenls. Strategy and Plans for Future Periods We are working with our existing merchant partners to drive increasing donation levels by focusing on improving donation conversion levels and by exploring new shopping channels where Pennies is not currently offered. We are also focused on growing Pennies donations by implementing the Pennies donation option wÉlh new merchants, in more sectors and in more channels. As the payments industry increasingly favours plug-ins for additional fealures for their ¢ustomers, we are seeing a material uptake in the use of our Pennies Pennies Annual Report and Financial Statements 2024 13135

Statement of Trustees, Responsibilities The trustees (who are also directors of The Pennies Foundalion for the purposes of company law) are responsible for preparing the Trustees, Annual Report and Ihe financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Legislation in the United Kingdom governing the preparation and dissemination of financial slatements may differ from legislation in other jurisdictions. This report has been prepared in accordance with the special provisions relating lo small companies set out in Slatutory Instrument 20081409 under Ihe Companies Act 2006. Company law requires the trustees to prepare financial statements for each fsnancial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure. of the charitable company for that period. Signed on behalf of the Board of Trustees Robert Leitso Chair In preparing these financial statements, the trustees are required to.. selecl suitable accounling policies and then apply them consistently., obseNe the methods and principles in the Charities SORP: make judgments and estimates that are reasonable and prudent., stale whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements.. and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. June The trustees are responsible for keeping proper accounting records that disclose with reasonable accura¢y at any time the financial position of the tharitable company and enable them lo ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitab18 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. In so far as the trustees are aware.. there is no relevant audit information of which the charitable company's auditor is unaware- and the trustees have taken all steps that Ihey ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. The trustees are responsible for the maintenance and integrtty of the ¢orpofale and finan¢ial information included on the charitable company's website. PeDnies Annu31 Report and Financial Staternents 2024 14135

Independent auditor's report to the Members of The Pennies Foundation Opinion We have audited the financial statements of The Pennies Foundation (the 'charitable company,) for the year ended 31 December 2024 which comprise the Stalement of Financial Activrties. the Balance Sheet, the Cash Flow Statement 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 Uniled Kingdom Accounting Standards. including FRS 102 °The Financial Reporting Slandard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice). significant doubt on the charitable 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 Irustees with respect to going con￿rn are described in the relevant sections of this report. Other information The other information comprises the infomjation included in the Annual Report other than the financial statements and our auditorfs report thereon. The trustees are responsible for the other infom)ation contained within the AnnLsal Report. Our opinion on the financial ststements 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 Ihereon. 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 othetwise appears to be materially misstated. If we idenlify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in Ihe financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other infomiation. we are required lo report that fact. In our opinion the financial 51atements'. give a true and fair view of the state of the charitable company's affairs as at 31 December 2024 and of its incoming resouros and application of resources, including its income and expenditure, 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 Acl 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 Auditorfs responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'S Elhical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that Ihe audil evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 informalion given in the Truslees, Report, which includes the Directors, Report prepared for the purposes of Company law, for the financial year for which the financial statements are prepared is consistent with the financial statements., and the Directors, Report included within the Trustees, Report has been prepared in accordance with applicable legal requirements. Conclusions relating to going concern In auditing the financial statements, we have concluded that the trustees. use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work w8 have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively. may cast PeTrnies Annu31 Report and Financial Statements 2024 15135

Matters on which we are required to report by exception free from material misstalement. whether due to fraud or error, and to issue an audrtor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit onducted in accordan￿ with ISAS {UK} will always detect a material misstatement when it exists. Misstalements can arise from fraud or error and are considered material if, individually or in Ihe aggregate, they could reasonably be expecled to influence the economic decisions of users taken on the basis of these financial statements. In the lighl of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors, Report included within the Trustees, Report. We have nothing to report in respecl of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion.. adequate accounting records have nol been kept, or returns adequate for our audit have not been received from branches not visited by us., or the financial slatemenls are not in agreement with the accounting records and returns,. or certain disclosures of trustees, remuneration specified by law are not made., or we have not received all the information and explanations we require for our audit., or the Trustees were nol entitled to prepare the financial stalemenls in accordance with the small companies, regime and take advantage of the small companies exemption from the requirement to prepare a Strategic Report or in preparing Trustees, Report. The extent to which the audit was considered capable of detecting irregularities, including fraud irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures lo help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. In relation lo fraud, the objectives of our audit are to identify and assess the risk of material misslatemenl of the financial statements due lo fraud, to obtain sufficient appropriate audit eviden￿ regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. Responsibilities of trustees As explained more fully in the Statement of Truslees, responsibilities set out on page 14 the trustees (who are also the directors of the charitable company for the purposes of company lawl 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 trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement. whether due to fraud or error. However, it is the primary responsibility ofmanagement, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. In identfying and assessing risks of material misslatement in respect of irregularities, including fraud, the audit engagement team- oblained an understanding of the nature of the sector. induding the legal and regulatory frameworks that the oharilable company operates in and how the charitable company is ¢omplying with the legal and regulatory frameworks., inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud-, discussed matters about non-compliance with laws and regulations and how fraud might In preparing the financial statements, the trustees are responsible for assessing the charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of a¢¢ounting unless the trustees either intend lo liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether Ihe financial statements as a whole are Pellnies Annual Report and Financial Slaternents 2024 16135

occur including assessment of how and where the financial statements may be susceptible to fraud. Use of our report This report is made solely to the charitable company's members, as a body, in accordance wilh Chapter 3 of Part 16 oflhe Companies Act 2006. Our audit work has been undertaken so that we might slate lo the charitable company's members those matters we are required to slate to them in an auditols report and for no other purpose. To the fullest exlent permitted by law, we do not accept or assume responsibility to anyone other than the charitable Company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed. As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial slatemenls are FRS 102. Charities SORP (FRS 102), Companies Act 2006, Charities Act 2011, the charitable company's governing document, tax legislation and Charities (Protection and Social Investment) Acl 2016. We perfomied audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing the financial statements including the Trustees, Report, remaining alert to new or unusual transactions which may not be in accordance with the governing documents. inspecting non-routine correspondence with local tax authorities and evaluating advice received from internallexternal advisors. RSM kn) LLP HANNAH CATCHPOOL (Senior Statutory Auditor) For and on behalf of RSM UK AUDIT LLP, Statutory Auditor Chartered Accountants 25 Farringdon Street London EC4A 4AB The most significant laws and regulations that have an indirect impact on the financial slatements are those in relation to Fundraising Regulations and the Code of Fundraising Practice. We performed audit procedures to inquire of management whether the charitable company is in compliance with these laws and regulations and inspected correspondence with regulatory authorities. Date The audit engagement team identrfied the risks of management override of controls and income recognition as the areas where the financial statements were most SUS￿ptib1e to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments, evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, and challenging judgments and eslimates. Iq 102g A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at .UAl<lUUIILlf ¥[ ¥b onsibilil'"-_ This description fomis part of our auditor's report. Pennie5 Annual Report and Financial Statement3 2024 17135

The Pennies Foundation Statement of Financial Activities (incorporating an income and expenditure account) For the year ended 31 December 2024 2024 Total Unreslricled 2023 Total Unreslricled Restricted Reslricled Note Income from- Donations In￿StmentS Other income 2, 1￿21 1,654,012 47,683 42,574 9,7C6,015 11,360,027 47,683 42,574 1.362,126 16,783 8,IX)7,922 9,370,048 16,783 Total Income 1,744,269.00 9,7Cfj,015 11,450,284 1,378,909 8.007,922 9,386,831 Expenditure on: Charitable acliiilies 3, 1￿21 1,646,023 9,7Cfj,015 11,352,038 f,368,710 8.007,922 9,376,632 Total expgnditurg 1.646,023 9,7(￿,015 11,352.038 1,368,710 8,007,922 9,376,632 Net income for th8 year 98,246 9&246 10,199 10,199 Transfers betwn Net movement in funds 98,246 98,246 10,199 10,199 Reconclllation of fund& Total knrKls brought forward 17a 1,397,956 1,397,956 1,387,757 1,387,757 Total fundscarriad fopHard 1,496,202 1,491202 1.397,9 1,397,956 Al of the aboKe res￿$ are deriled from continuing acliiilies. There ￿tre no other recconised gains or10sses other than those slated abo￿. M0￿MentS in kjnds are disclosed in Note 17a lo the financial statements. Pennies Annual Report and Financial Statements 2024 18n5

The Pennies Foundation Balance Sheet as at 31 December 2024 Com any number 6418982 2024 2023 Note Fixed asEet&' Intangible assets Tangible assets In*stments 10 102,212 39.981 125,132 52,002 12 142,193 177,135 Current assets: Debtors Cash at bank and in hand 14 1,531,555 2,446,814 1,043,527 2,192,610 3.978.369 3,236,137 Liabilitie& Creditors.. amounts Falling due wthin one year 15 12,624,360 {2,015,3161 Not current assets 1,354,009 1,220.821 Total as99ts18ss current liabilities 1,496,202 1,397,956 Total net a￿ts 1,496,202 1,397,956 The funds of the charity: Unrestricted income ￿ndS.. General fijnds 18 1.4%.202 1.397,956 Total unrestricted fvjnds 1,496,202 1,397,956 Total charlty funds 1.496.202 1,397,956 These accounts been prepared in accordance with the promsions applicable to companies subject to the small companies regime. Th8fi ncial.statemenls on pages 18 to 35 are apprO￿d by the trustees and authorised for issue on 19 June 2025 and signed Robe Chair Leita Graham Edwards Audit Committee Chair Pennies AnnL4al Report and Finsncial Statements 2024 19135

The Pennies Foundation Statement of Cash Flows for the year ended 31 December 2024 Note 2024 2023 Cath flowsfrom operating activities 18 251,548 185,875 Cath Ilows from Inve*lng acuvltles Interest income Purchase of intangible fixed assets Purchase of tangible fixed assets 47,683 (36,7501 {8,278) 16.783 180,5881 16,6381 Net cath provided by l (used In} Investing activitles 2,656 170.4431 Change in ¢ath and ¢ath equlvalents in the year 254,204 115.432 Cash and cash equivalents at the teginning of the year 2,192,610 2,Q77,178 Cath and cash equivalentsat the end of the year 2,446,814 2,192,610 Pennies Annual Report and Financi31 Statements 2024 20135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 1 Accounting policies a) Statutory infomiation The Pennies Foundation is a chartable company limited by guarantee and is incoooraled in England and Wales. The registered office address is First Floor, 64 Lo￿lon Wall, London, EC2M 5TP. bl Basis of preparation The financial statements ha￿ teen prepared in accordance wrth Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo chanlies preparing their accounts in accordance with the Financial Reportir4J Standard applicable in the UK and Republic of Ireland IFRS 1021- Ichanlies SORP FRS 1021, and the Companies Act 2006. Assets and liabilities are initially recognised al hislotical Cost or transaction ￿lue unless othe￿ise slated in the rele￿nI accounlitvJ policy or note. The Charity has a wholly owned subsidiary, Your Penny Limft￿, which has nol traded since incorporation in 2009 and therefore consolidated accounts ha￿ not been prepared on the basis of malerialily. Your Penny Limited was dissol￿d on 11 February 2025. The Charity is a company limited by guarantee. The ttuslees are also members of the cornpany, a register of which is held at itr Chanty's business address. In the e￿nI of the Chanty beirrfJ wound up, the liability in respect of the guarantee is limited lo £10 per member of the Charity The financial slalements are presented in GBP pounds slerfing 1£), which is the knnctional currency of the Charity, and all ￿lUeS are rounded lo the nearest £, except where indicated. cl Public benefit entity The charitable company meets Ihe definrtion ofa public beneffil entity under FRS 102. dl Golng ¢oncem The Iruslees ha considered the cuffenl le1 of reseths. and the eiident suslainabilily of the Pennies model as demonstrated by the resilience in donation le￿1$ in 2024, and ha ￿lIewed a￿lIable liquid resource5 in the context of the operating and spendiThJ plans for al least the 18 month period to Jure 2026, together with the ability to raise fvrther fvnds or curtail spending if rg]uired. Based on these considerations, Iruslèes bélié that we ha￿ sufficient financial resources lo continue in operational existence for the foreseeable ftrture and that we are well placed lo manage our operating risks successfully. The Injstees ha￿ therefore continued to adopl the goiThJ concem basis of accounting in weparing the annual financial stalemenls. The trustees do not consider that there are any sources of estimation uncertainly al the reporting dale that ha￿ a signiflc8nl risk of causing a rnaterial adjustment lo the carrying amounts of assets arn1 liabilities wfthin the next reportirKJ period. el Donation and grant income Donation income 15 included in the Statement of Financi81 A¢li%Aties when the Charity becomes entitled lo thè tpsources, the receipt is probable, and the donation is measurable. Grant income is recognised when the Chanty has entitlement lo the fiJThJs, any performance conditions attached lo the grants ha been mel, il is probable that the income will be receiKed and the amount can be measured reliably. Donations of gifts seNices and facilities Donaled professional ser¥ices and donated facilities are recognised as income when the Charity has control 0￿r the item or receiked the ser%ice, any conditions associated with the donation ha￿ been mel, the receipt of economic beneffil from the use by the charity of the rtem is probable and that economic benefit can be rneasured reliably. In accordance with the Charities SORP IFRS 1021, lunteer lime is not recognised but the Intstees, report has more info￿allOn about their conlribLrtion on page 8. Donatéd gifts, pfofessional seTrice5 aThJ donated facilities are recognisgj upon receipt on the basis of the ￿l￿e of the gift to the Charity which is the amount thè Charity would ha￿ been willing lo pay to obtain seTrices OT facilities of equilelent economic ber￿fit on the open ma￿et. a corresponding amount is then recognised in expenditure in the period of receipt. Pennies Annual Report and Financial Statements 2024 21135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 1 Accounting policies {continued) g} Intsrest receivable Interest on fvnds held on deposit is included when reCei￿ble and the amount can be me8SLkred reliably by the Charity., this is nomially upon notification of the interest paid or payable by the bank. h} Fund a¢¢ountlng Reslncled fiJnds are lo be used in accordance with specific reslriclions imposed by donor5 01 which ha￿ been raised by the Charity for particular purposes. The aim and use of each restricted fijnd is sel out in the notes to the financial slatemenls. Unreslricled fijnds are donations and other incoming resources thich a￿ available for use al the discretion of the trustees in fvrtherance of the general objects of the Charity and which ha￿ not been designated for a specific purpose. il Expenditure and irrecoverable VAT Expenditure is recognised once there is a legal or conslructike obligation to make a payment lo a third party, il is probable that selllemenl will be required and the amount of the obligation can be measured reliably. Expenditure on charitable aclimlies includes the costs of encouraging and facilitating charitable giiAng using technology supporting microgiifing al the point of sale with retail partners, undertaken to fvrther the purposes of the Charity and its associated support and golemance costs. The Charity does not make VAT related supplies and is unable to reCo￿r VAT. IrrecoKerable VAT is charged as a ¢osl against the actimty for which the expenditure was incurred. J) Grants payablo Grants payable are made lo other charities in fiJrther8nce of the Charity's objects. Grants are accounted for when the recipient has a reasonable expectation that they will recei a grant and the Iruslees hake agreed lo pay the grant vAlhoul conéilion. k) Allocatlon of support costs Resources expended are allocated lo the particular actlmly where the cost relates directly lo that acliK41y. The cost of 0￿ra11 direction and administration of each actimty, comprising salary and 0￿rhead costs, is apportioned on the basis of eslimaled staff time of the amount attnbulable to each aclimty. GO￿rnanCe cosls are the costs associated Mth the golemance arrangements of the Charity. These costs are associated wlh constitutional and stalulory requirements and include any costs associated with the strategic management of the Charity's acli%ilies. 11 Operating leas Rentals payable under operating leases afe charged on a straight line basis o*r the term of the lease. ml Fixed assets Both tangible and intangible ass8ts with a cost in exeess of £500 are capilalised. Assets are remewed for impairnenl if circumstances indicate their carying )Alue may exceed their net realisable ￿l￿e and Vdlue in use. Assets under construction are not depreciated and comprise expenditure on the purchase, creation or enhancement of tangible or intangible assets not brought into use at the Balance Sheet date. Transfers are made from assets under construction lo the relevant category of asset when the asset is brought into use. EEP￿clatiOn is prolided al rates calculated to write down the cost of each asset to ils eslimaled residual ￿lue 0￿r its expected usebjl life. The depreciation rates in use are as follows.. Tangible assets Leasehold ImproNtm8nts Offi¢e fvmilure Computer and office equipment Intangible axets Syst8ms soffftre other computer software 0￿r the lrfe of the lease 8 years 3 years 5 years 3 years Pennies Annuzl Report and Financial Staiements 2024 22135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 1 Accountlng policies leonllnued) nl Investments in ￿bsId1arie$ In¥eslment in the Charity's subsidiary company, Your Penny Limited, is ￿lUed at cost less a proiision for impairment. See note 12 for more infomialion. Your Penny Limited was dissol￿d on 11 February 2025. ol Debtors Other debtoys are recognised at the settlement amount due. Prepayments are ￿lUed at the amount prepaid net of any trade discounts due. Accrued income is recognised within debtors dependent or¢ when it is anlicipaled that this is receiKoble. pl Cash at bank and in hand Cash at bank and cash in hand includes cash and short lemi highly liquid In￿stmentS wlh 8 short maturity of three rnonths or less from the dale of acquisition or opening of the deposit or similar account. ql Foreign Currencies Foreign currency balances IEuTosI haiE been Iianslated at the rate of exchange ruling al the balance sheet date into slerting. Income and expenditure transactions incurred in foreign Currency ha￿ been translated during the course of the wriod al the rate of exchange ruling at the time of the transaction. rl Creditors and provi&ons Creditors ard proiAsions are recognised where the Charity has a present obligation resulting from a past ent that swll probably result in the transfer of funds to a third party and the amount due to sellle the obligation can be measured or estimated reliably. Creditors and proiAsions are nomially recognised al their settlement amount after allowng for any trade discounts due. $} Flnan¢lal Instruments The Charity only has financial assets and ffinancial liabilities of a kind that qualify as basic financia1 instruments. Basi¢ financial instnjmenls are recognised al transaction ￿lue and subsequently measured at their settlement Wdlue. fj Pensions The Charity has a workplace pension money purchase scheme for employees operated by The People's Pension. Employees are automatically enrolled into this scheme unless they hake exe￿iSed their right to opt out of scheme membership. Employees joining the scheme contract directly with The People's Pension. The Charity makes a contribution of 3% of salary12023.' 30kl and acts as an agent in collecting and paying 0￿r conlribulions. The contributions for the accounting period are treated as an expense and were £31,93412023'. £28,263). Contributions owing al the year end were £2.94312023'. £nill and are included in other accruals in note 15. u) Judggments in applying a¢¢ounting policies and key X*urcesof estimation uncertainty The Injstees hake remewed the accounts and belie￿ there lo be no material judgements applied in or estimation uncertainly included in the financial slalemenls. Pennies Annual Report arFd Finarval Siatements 2024 23135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 2 Analysls of Incoming ra*)ure•s Unrestricted ReslriGled 2024 Total 2023 Total Voluntsry Income Donations to Pennies I"Pennies donations") Corporates and Foundatlons Oak Foundation Pears Foundation Other donations 889.445 9.676.015 10.565,460 8,743,583 100,000 300,000 325,336 100,000 300.000 365,336 250.000 30,000 351,283 Other Incom• Office recharge income Donatèd s•rvi¢e$ Marketing serk4ces Other setKices Computer software licences 42,574 42,574 2,800 34,231 2,21XI 2,800 18.182 4,200 34,231 2.200 1,696,S86 9,7£￿,01$ 11,402,601 9,370.048 Invethent Incom• Bank Inte￿$1 47,683 47,683 16.783 1,744,269 9.7￿,015 11,450,284 9,386,831 Pennies donations consist of micro donations made by members of the publi¢ Kia Pennies. the digital charity box. The trustees ha¥e agreed to grant a proportion of Pennies donations to charities registered with the Charity Commission for England and Wales or the equivalent in Scotland, Northem breland, the Republic of Ireland. or the Isle of Man. that ha￿ been nominated by retailers which offer their customers the opporturbity to donate Ma Pennie5. This proportion of Pennies donations is treated as restricted income. All other Pennies donations are unrestricted. 3 Analy4$of 0X￿ndit￿r0 Direct Charitable Acli4ities Sw)port Costs Gokpmance costs 2024 Total 2023 Total Grants payable (note 41 Staff costs (Note 61 OffiGe Gosls Marketing Auditors ￿MUneratIon Insurance Legal fees Consultancy fees Volunteer expenses Donated sernices & facilities 9,676,015 934.454 256,300 73.557 9,676.01S 1,1S9,08S 317.911 73,SS7 7,977.922 1,031,275 227.706 60,153 34.264 7,190 2,200 10.068 672 25,182 173.051 47,464 51,579 14,147 45,060 6,959 2,791 6,959 2,791 30,738 691 39,231 30,738 691 2,800 36,431 Total expendlture 2024 10.974.555 256,947 120,536 11,351038 9.376.632 Total expefiditu￿ 2023 8,994.181 284,227 98,Y24 9.376.632 Expenditur8 on charitabl8 actiiilie$ inclwles costs ot. - facilitating micrtrdonation using the Pennies digital charity box when consumars pay for goods and ser4ices in-store, online ar uslng mobile dthi¢es', administering the collection of Pennies donatlons and the disbursement lo cha￿lIeS of Pennies grants., and promoting the micro donation rnownenl for the charity sector as a whole and specifically publiclslng the social impact of the Pennies donations. Pennies Annual Report and Financial Slatenenls 2024 24135

The Pennies Foundation Notes to the Financial Statements for the vear ended 31 December 2024 Grant making The following grants lo charities were payable to inslilulions during the year. 2024 2023 Action A ainst Hu A¢lion Aid er 2,254 1,27S 28,752 11,209 12,932 52,187 Alzheimefs Research UK Alzheimerfs Societ ANDYSMANCLUB As ns Chanties Association of Air Ambul8n¢es Aston Villa Foundation Ba s fDr Strife Barons Court Pro ecl Ltd Bar￿ts1oWn isleied in Ireland BBC Children in Need BEN Motor and Allied Trades Bene4olent Fund Birmin ham Children's Hos ital Chari Blue Cross BMC A¢¢ess and Consenetion Trust British Heart Foundation B Titish Paial ic Association Cancel Hel Preston Ltd Cancel Research UK Central Lancashire A e Concem Charit ro ects Children On The Ed Children's So¢iel Choose LoKe Pdsm thè Gift FLJnd CLIG Sa ent Cancer Care for Children ConseNotion Intemalional Crisis UK Cure LeUKaemia Dandelion Time Dementia Ad￿ntUre Dementia UK Derian House Childrens Hos ice Disasters Erner Comrnittee Do* House Hos ice East An lia's Children's Hos Eden Valle Hos Fareshare UK FalFace Foundation Friends Of Picu Glas ow Childr&n's Hos ital Charil Great Omond Street Hos ital Children's Chari Greenfin ers Charit Growin Well Limited Hearin s For Deaf Peo Heart Heroès Heartbeat North West Cardiac Care Helen & Dou las House Hend Foundation Home-slart UK Hone Rose Foundallon Hos ice UK and District Good Nei hbours Jer5e Children's Charit istered in Jerse JIGSAW e National Centre fr>1 Youth Mental Health Kent, Surre & Sussex Air Ambulance Trust La dale Ambleside Mountain Rescue Team Sub totsl 178.353 14,048 5,197 53,480 1.666 22,385 7,398 340,936 7,639 6,494 $0,722 9.721 190,850 15,777 12,651 5,008 15,244 224,863 7.685 86,864 38,746 34,215 90,606 3.188 80,086 26,314 11,89S 94,391 5.591 146,820 12,397 38,715 50.781 33,581 9.375 341 51.044 11,042 14.172 8.560 43,762 7,724 7,619 278.790 12.400 15,671 23.810 4328 5,943 171.314 nc 14,993 13,160 ices 1S,183 4,109 6,091 24.677 183.970 10,635 12,892 38,989 10,OLYJ 12.4 7.789 2.878 33,863 8,258 20,129 7.774 S,206 8,985 16,791 11.908 2,029,129 5,283 33,079 163,421 7,723 14,503 12.251 40.292 8,586 8,426 6,729 Re islered in Irelan 1,599,031 Pennies Annual Report and Financial Stalements 2024 25135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 carried fornerd from P￿vIouS page 1.599,031 Leami Foundation Leeds Cares Lews-mannin Lias Win Macmillan Cancer Su ort Macrnillan Cancer Su ort Jers Ma ie Keswck Jencks Cancer Care Marie Curie Mental Health Foundation Mental Health InnO￿tIOn MIND INalional Association for Mental Health Moto in the Communil Motor Neurone Disease Association M Canine Com anion islered in Irelan National Deaf Children's s￿le1 NHS Charities T ether Noahs Art Children's Hos Norfolk And wa￿ne Mind North Lancashire Do￿5 S ndrome Famil And Carers Grou North Wesl Air Ambulance Charit North Wesl An lia Hos Ilals Charil North Yorkshire Hos ice Care Northem Ireland Hos Onesi ht EssilorLuxoltica Foundation Outdoor Access Trust For Scotland 0￿rian Cancer Action Poundland Foundation Pre￿nt Breast Cancer Proslale Cancer UK Queen Victoria NHS Foundations Trust Charitable Fund Ra s of Sunshine 208,886 12,284 6,323 25,291 1,152,749 20,328 192,650 819,720 48,237 161,487 13,614 304,608 65,744 39,119 210,627 14,695 ice Care 1,187.543 21,864 86,165 istered in Jers 51,226 109, 135,028 24,138 5,138 12,515 ital Cha 13,364 46,512 7,902 6.189 28,241 42,071 29,004 97,325 5,752 1,204.231 1,050.098 14,410 50,322 32,287 7,300 20,129 23,421 58,579 Ro al Societ For The Proledion (Y Birds Samaritan5 sa￿ the Children Fund Shelter st Slo¢k rt For Carers 71,580 28,593 14,B29 5,274 4.397 5,374 53,589 15.146 cial 01 ics GB read a Srnile rin -Dorset NHS Charil Sl Catherine's Hos ice Lancashire Sl John's Hos ice SIMa ice Limited Sl Mun o Communit Housin l 0￿rian Can￿r Teena e Cancer Trust Teens Unrte Fi htin Can￿r The Adnams Communil Trust The Alder Children's Charil The Back-u Trust The Boathouse Youth Limited The Brain Charil The 8rain Tumour Charil The Children's Adlenlure Fam Tnjst The Children's Hos ital Charil The En lish Herila Trust The Guide s lor the Blind Association 5,498 11,781 6,160 10,320 28,475 6,196 597,784 26,760 5.059 50,722 26,908 12,951 6.618 Ltd Association 30.771 681,703 4.791 35.763 11,671 11,115 180,917 38.658 13,095 49,428 9,439 Sub total 5.759,766 4,287,178 Pefiiiies Annual Report and Financial Statements 2024 26135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 Decefnber 2024 carried fothertl fft)m p￿ViouS page 5,759 766 4,287,178 The JD Foundation The Lake Dislriet Calrt Trust Thema eslic Charitable Foundation The MDKement For Non-mobile Children hizz-Kidz The National Societ for the Pre￿ntIOn of Cruell lo Child￿n The Police Arboretum Memorial Trust The Prince's Trust The Ramblers, Association The Scout Association The Screwfix Foundation The Sl Peter and St James Charitable Trust The Trussell Trust The wa￿ Pro ecl T ether for Short Lis Tumin Tides Homelessness United Kin om for UNHCR Ulllesford Food Bank Walkin With The Wounded Wallace & Gromit's Children's Foundation Welsh Air Ambulance Charitable Trust Wildemess Foundation UK YHA En land & Wales Yorkshire Air Ambulance Limit Yorfishire Wildlife Park Foundation Youn Youth Cancer Twsl UK Limited Zoolo ical Societ Of London 462,811 12.433 18.533 26,218 25,991 33.592 20,130 635 20,129 587,519 8,217 3,281 16,450 58,921 7,536 20,348 40 875 50,722 17,834 30,114 52,238 16,004 20,262 542,201 5,049 15,407 38,186 624,793 29.431 94.404 7,480 5,037 5.022 66,864 49,352 6,302 8,665 53,945 27.490 M9￿Ment in grant5 payable on accrued donation5 or donations reCeI￿d and awaiting a grant nomination as al the year end Other grants equal to or less than £5,000 193.795 146,358 123,998 415,597 Total grants payable 9,676,015 7.977,922 The Trustees Report proiides more information relating lo the Charity's grant makiro policy. Grants payable include a commitment of £2,416,755 {2023.' £1,894,456} for grants paid lo charities after the year end. Pennies Annual Report and Financ53[ Statements 2024 27135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 Net lexpendlture) I Income for the yoar This is staled after charging.. 2024 2023 Depreciation of tangible fixed asset5 Amortisation of intangible fixed assets 0￿rating lease rentals.. Pro￿rtY Other Auditors, remuneration {including VAT).. Audit fees 20,302 59.669 18,335 43.653 41.128 41.010 300 45,060 34,268 Analysis of staff cos truee remuneration and frxpgn8e4 and thg cost of key management per￿nn81 Staff ¢05ts were as foll¢)ws'. 2024 2023 Salaries and wages S(xial security costs Employerfs contribution lo defined contribution pension schemes Staff Recruitment costs Other staff costs 948,747 100,260 86,477 20,429 3,172 854,239 87,267 79,323 7,349 3,097 1,159.085 1,031,275 The foll(Iwing number of employees recei￿￿ employee tsneffits of 0￿[ £60,000 {excluding employer pension cost51 during the year in the following ranges.. 2024 No. 2023 £60,001 - £70,0 £70,W1 - £80,0 £90,W1- £100,CXX) The total employee benefits of the key management personnel were as follows.. 2024 2023 Salaries arKI wages Social security costs Employerfs contribution lo defined eontribulion pension schemes 236,3 28,844 50,491 225,488 26,283 55,151 315,635 306,922 The Charity trustees were neither paid nor reCeI￿d any other benefits from the Charity in the year 12023.. £nil}. No Charity trustee receiwj payment for professional or other seTrices supplied lo the Charily12023'. £nil}. The Charity trustees We￿ neither paid nor recei￿1 any expenses from the Charity in the year12023 £nil}. During the year and, up to the date of appro￿4 of the Trustees. report, there was a qualifying Ihird-party indemnity in place for directors, as allowed by Se¢lion 234 of th8 Companies Act 2Cf6. Pennies Annual Report and Financial Statements 2024 28135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 Staff numbers The arage number of employees (head count based on number of staff employed) during the year was 2012023.. 18}. Staff are split across the aclimties of the eharitable company as follows lfvll lime equi￿lent basis).. 2024 No. 2023 No. Charitable Actiiities Support & Gomance 15 13 20 18 Related party transactions Alison Hutchinson, the CEO of the Charity, is a nOnexecuti￿ director of the retailer DFS Fumilure plc which owns Sofology Limited. t￿ring the year Sofology Limited supported the Chanty by enablirrfJ Pennies in ils stores collecting £28,511 {2023'. £53,883> for UK charities. At the end of the year Sofology ￿mited owed the Charity £1,00412023". £2991 for donations collected on its ￿half. Robert Leiiao. a trustee, is a managing partner al Rothschild & Co. During the year the Charity paid Rothschild & Co É14,818 12023.. £16.094} for hosting the Charity's annual ekenl for oKer 200 people and promding audio and iideo production facilities. In addition Rothschild & Co supported the Charity by proliding the fijnclion room for the annual e￿nI. and occasional meeting rooms during the year, ￿lUed in total al £3,501 12023.. £2,982) on a pro bono basis. Angela Luger, a trustee, is a nonxecutI￿ director of the retailer JD Srx)rts Fashion plc. During the year a number of their retail brands in both the UK and Ireland supported the Charity by enabling Pennies in their slotes collecting £514,083 {2023'. £599,499) for UK and Irish chanlies. At the end of the year JD Sports Fashion plc owed the Charity £69,501 12023.. £89,945) for donations collected on ils behalf. Julian Taylor, a twslee, is a partner in the law ffim of Simmons and Simmons which supported the Charity by proNiding legal aduce ￿lUe￿ al £19,51512023". £17,980) on a pro bono ba515. Penny Lo￿11, a trustee, is a trustee of Prism The Gift FuThJ {¢harily Tegistralion 109821. In 2024 the Charity granted £30,820 12023". £50,781) to Prism The Gift Fund. There wa5 no bad or doubt￿1 debts proiision or expense from related parties. Taxation The charitable company is exempt from corporation lax as all its in¢¢yne is charitable and is applied for charitable purposes. Pennies Annual Report and Finanaal Slalemenls 2024 2g135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 10 Intangible fixod assets Under construction Systems Other computer software software Total Cost At the start of the year Transfers Additions in year 12,448 112,4481 17,842 121,662 232,344 12,448 18.908 366.454 36.750 At the end gf the year 17,842 121,662 263,700 403.204 Amortisation At the start of the year Charge for the year 61,686 31,834 179,637 27,835 241.323 59.669 At the end of the year 93,520 207,472 300.992 Net book value Atthe end ofthe year 17,842 28,142 56,228 102.212 At the start of the yeor 12,449 59,976 52,707 125.132 All of the abo4e assets are used for charitable pU￿ose$. Capital commitments as al 31 December 2024 totalled £33.75512023.. £4,950) 11 Tangible fixed assets Office & Computer equipment Leasehold Improlements Office Fumilure Totsl Al the start of the year Additions in year 82,822 26,537 21,410 8.278 130.769 8.278 Al the end gf the year 82,822 26,537 29,688 139.047 Depreciation Al the start of the year Charge for the year 49,514 10,802 15,808 3.462 13,444 6.036 78,766 20.300 Al the end of the year 60,316 19,270 19,480 99.066 Ngt book value Atthe end ofthe year 22,506 7,267 10,208 39,981 At the start of the year 33,308 10,729 7,*6 52.003 All of the al)0￿ assets are used for charitable p￿￿OSes. Both the amortisation and depreciation charge for the year are included in unreslricled expenditure on charitable acllmt￿S in the Statement of Financial Actimties Peiinies Annual Report and Financial Statements 2024 30135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 12 Invèstrnonts The Charity owned 100°h of the issued share capital of Your Penny Limited, a pri￿te limited company registered in England and Wales (registered number 6880306}, being £1 share. The In￿StMent was ￿lUed at £1 12023.. £11 being £1 foi the share capital. Your Penny Limited remained a domiant company Ihroughosjt the financial year. During the year. the in*stmenl was impaired and subsequently wrillen off. Following the year-end, Your Penny Limited was dissol¥ed on 11 February 2025. 13. Financial and other cornmitments At 31 December 2024 the Charity had total commitments under non-¢an¢ellable operating leases as detailed below.. Property 2024 Equipment 2024 2023 2023 Less than one year One lo file years 71.856 159.266 46.420 205,686 150 600 6SO 231.122 252,106 150 1,250 In 2019, the Charity entered a lease for office premises commencing on 24 May 2019 and expiring on 31 January 2027. 14. D•btors 2024 2023 Donation debtors Accrued income Prepayments Rent deposit Olhei debtors 1,093,773 372,450 38,528 24,937 1,867 831.484 150.234 36.872 24,937 I,S31,655 1.043.527 Donation deblot3 represent Pennies donations collected and in￿lced but not yet paid to the Charity at the year end. Accrued income represents Pennies donations collected bul not yel inM)iced at the year end. The rent deposit ￿lateS lo the Charity's lease on office premises entered into in 2019. which will be held for more than one year. 15. Credltr>r% amounts falllng duo wlthln on• y•ar 2024 2023 Trade Creditors Amounts due to subsidiary Taxation and social security Grant accruals other accruals 47.262 16,661 32.234 2.418.755 128.109 24,450 1,894,456 79,748 2.624.360 2,015,316 Pennies Annual Report and Finanaal Ststements 2024 31135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 16a Analysis of net ats between funds (current year} General unreslricled Restricted Totsl funds Intangible fixed assets Tangible fixaj assets Instmenls Nel Current assets 102,212 39,981 102,212 39.981 1,354.IXJ9 1.354,009 Net assets at 31 December 2024 1.496,202 1,496,202 16b Analysls of net ats bet4¥een funds (prior y6arl General unreslricled Restricted Totsl funds Intangible fixed assets Ta￿lble fix8J assets In￿stmentS Nel Current assets 125,132 52,LK)2 125,132 52.002 1,220,821 1,220.821 Net assets at 1 January 2024 1,397,956 1.397.956 17a Movements in funds leurrent yearl At31 Dgcombgr 2024 At 1 January 2024 In¢¢me & Expenditure & gains losses Transfer5 inlloull Restrictèd funds Pennies donations Other restricted ￿nd 9,676,015 30,CN)O {9,676,0151 130,0001 Total restricted funds 9,71A.015 19,71K.0151 General funds 1,397.956 1,744.269 11,646,023) 1,496,202 Totsl unrestricted funds 1,397.956 1,744,269 11,646,023} 1,496,202 Total funds 1,397,9 11,450,284 111,352,038) 1,496,202 Purposes of rearfcted funds Pennies Donations The Pennies Donations restricted fvnd represents the proportion of Pennies donations which the trustees ha￿ agreed to grant lo UK, Republic of Ireland, Isle of Man, or Jersey registered charities which ha￿ been nominated by retailers which offer their customers the opportunity lo donate Ma the digital charity box. Tre proportion and the nominat￿j charity are named al the point of donation. The M0￿ment in this fijnd is disclosed in note 4 to the finan¢ial stalemenls. Oth&r rèri¢t•d fund The other restricted fijnd represents a donation in support of the Pennies annual thent which was held in October 2024. Pennies Annual Report and Finawial Statements 2024 32135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 17b Movamonts In fund$ Iprlor yoarl At 1 January 2023 Income & Expenditu￿ & gains losses Transfers inlloutl At 1 January 2024 Restricted fund& Pennies donations Othei restricted ffijnd 7,977,922 3Q.000 (7,977,922) 130,0(YJI Totsl rostrl¢tsd funds 8,007,922 18,007,922) G•n•ral fund$ 1,387,757 1,378,909 11,368,710) 1.397.956 Total unre*rlctsd fvnd$ 1,387,757 1,378,909 11,368,710) 1.397.956 Totsl funds 1,387.757 1,378.909 11,368,710) 1.397.956 18. Reconciliation of nat incomo to net ush Ilow from oporating adivitig$ 2024 2023 Ngt incoma for tho reporting p8r5od las par the ststsmont of financial actIvI￿as) Depreciation and amortisalion charges Inte￿st from In￿stMentS Ilncreasel in debtors In¢￿3$e in Credito 98,246 10.198 79,969 147,6831 1488,028} 609,044 61,988 116.7831 142,1021 172,573 Not ￿$h provBdod by 0￿ra￿n9 activiti•s 251,548 185.874 19. Irgland A¢fjvltl¢$ Durin9 the year, the Charity collected the followng income from donations in Ireland.. Unrestricted Restricted 2024 Totsl 2023 Total Voluntary Incomg Consumer d￿lationS lo Pennies C'Pennies donations") 44,362 401,040 44S,402 318,587 t)uring the year, the Charity incuffed the followrKJ expetKlilure in Ireland.. threct Charitable Aclililies Golemance costs 2024 Totsl 2023 Total Grants payable (see analysis below} 401,040 401.040 289,892 Total eX￿ndItUre 2024 401.040 401.040 289,892 Total expenditure 2023 289.892 289.892 Of the lolal expenditure, £nil was unreslrieled12023-. £nill and £401,040 was reslricled12023.. £289,892). Pennies Annual Report and Financial Slalements 2024 33135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 19. Ireland Activities (continued) Analyss of grants payable Of the income collected in I￿laThJ, the following grants lo chartties were payable to institutions during year. 2024 2023 Barrelstown My Canine Companion JIGSAW (The National Centre for Youth Mental Health) Grants payable on accrued donations or donations recei1￿1 and awaiting a grant nomination as al the year end Other grants equal to or less than £5,000 340,936 39,119 224,863 64,5 10,648 224 305 Totsl grants payable 401,040 289,892 Grants payable include a C¢)mmilment of £85,44912023.. £106,608) for grants paid lo charities in Ireland after the year end. Jo￿Y Activitias During the year, the Charity collected the following income from ijonalions in Jersey.. Unrestricted Restricted 2024 Total 2023 Totsl Voluntsry Income Consumer donations to Ponni8s I"Pennies donations-} 38,295 40,660 42,054 DuriThJ the year, the Charity incurred the following 8xpenditur8 in J9￿ey.. Direct Charitable Actiiities G0￿ManCe eosts 2024 Totsl 2023 T¢)tsl Grants payable (see analysis below} Golemance costs 38,295 38.295 38,534 38,295 38,295 38,534 Total expenditure 2024 38,295 38.29S Total experKlEtU￿ 2023 38,534 Of the total exF￿￿11ture, £nil was unreslricled12023.' £nill and £38,295 was reslricled12023.' £38.5341. Pennies Annual Report and Financial Statements 2024 34135

The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2024 20. JevJey Actlvltles lcontinuedl Analys of grants payabl8 Of the incorne collected in Jersey, th8 followng grants to Charities were payaNe to institutlons du￿ng the year.. 2024 2023 Jersey Children's Charity Macmillan Cancer Support J8r58y Othèr grants equal to or less than £5,000 5,206 20,328 12.761 6,729 21,664 10,141 Total grants payable 38.295 38,534 Grants payable include a commitment of £2,08212023'. £2,814> for grants pald to chariti85 in Jers8y after the year end. 21. 14e of Man Actlvltle$ During th8 y8ar, the Charity co118Cted th8 fDllowng income from donations in the Isle of Man.- Unrestricted Restricted 2024 Total 2023 Total Voluntary Income Cork%um8r donations to P8nnies I"Pennies donations") 1.61S 15,049 16.664 13,400 DL¢rfng th6 yaar, th$ Charity incurred th8 fojlowng expenditltre in the Isle of Man.. Direct Charitable Actimties Golemance costs 2024 Total 2023 Total Grants payable {see analysis below) Golemance costs 15.049 15,049 10,066 12,319 4,657 10.066 15,049 10,066 25,115 16,976 Total expenditure 2024 15.049 10,066 25,115 16,976 Total expenditure 2023 12.319 4657 16,976 Of the total expenditure, £10,466 was unrestricted12023.. £4.657} and £15,049 was restri¢ted12023.' £12,319). Analysls of grants p•y•bl• Of the income collgctgd in the Isle of Man. the following grants to charities payable to in5titution5 during th8 y8ar'. 2024 2023 CLIC Sargent Cancer Car8 for Children Isle of Play acmillan Cancer Support fvlarie Curie Poundland Foundation Teenage Cancer Tnjst The JD Foundation 55 2.876 85 4,456 1.314 8.957 835 1.012 6.010 583 1.184 Total grants payablg 15,049 12.319 Grants payable include a commitment of £1,14712023'. £1,374) fc grants pald to charities in the Isle of Man after the year end. Legal status of th• eharlty The charity is a company limited by guarantee and has no share capltal. The1I8blllty of each mèmbw in the ebpnt of winding up is limited to £10. Pennies Annual Report and Financial Statemellts 2024 35135