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REGISTERED NUMBER: 09949437 (England and Wales)













Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2023

for

Manners Holdings Limited

Manners Holdings Limited (Registered number: 09949437)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

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 19


Manners Holdings Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: R B Manners
Mrs K M C Manners
S O Manners
I R Manners





REGISTERED OFFICE: Peel House
2 Dovecot Hill
South Church Enterprise Park
Bishop Auckland
Co. Durham
DL14 6XW





REGISTERED NUMBER: 09949437 (England and Wales)





AUDITORS: Anderson Barrowcliff Limited
Statutory Auditors
Chartered Accountants
3 Kingfisher Court
Bowesfield Park
Stockton on Tees
TS18 3EX

Manners Holdings Limited (Registered number: 09949437)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
The principal activity of the subsidiary is that of a construction contractor acting across a number of independent divisions, these being;
Construction including house building
Specialist Joinery
Mechanical
Small Works
Fire Doors

Construction - 2023 was a year of increasing workload and turnover in the construction division. This was predominantly the result of successful negotiation of a number of house building contracts with Housing Associations across the North East, building upon the reputation and success of projects delivered in previous years.

The business is seeking to further strengthen its position within this market and has recruited a new director to capitalise on this key area of growth in the coming years.

Specialist Joinery - Delays to projects had a detrimental impact upon turnover within 2023. The delays were largely out of the control of the company and impacted the early part of 2023. As the delayed projects commenced in the latter part of 2023, some recovery was seen and this improved the year end position created a positive start to 2024 with further encouragement for a stronger year to follow.

Small Works and Fire Doors - A decision to combine these parts of the business from a management perspective has seen positive results despite the challenges which expansion brought. Both parts continue to develop their client base with growth in terms of turnover and order value realised. Small Works has repositioned itself from the insurance market which relied upon a large number of small value orders towards smaller commercial construction contracts (those not delivered by the construction division) of project values up to circa £200k. Consistent and reliable delivery is now reaping the reward of repeat custom and increased enquiries being received.

Mechanical - The division increased its turnover and margins within 2023 through the decision to secure a greater proportion of its contracted works from external clients. This has the combined effect of reducing the reliance upon the construction division as a means of ensuring order books were full as well as providing greater flexibility for the construction division to secure value through more open competition.

The principal activity of the holding company is property rental.

FUTURE DEVELOPMENTS

The strategic plan for the group is to;

Continue the growth and expansion our construction division in both housing and commercial work. Dedicated resource has been added to the company structure to continue with this growth aspiration.

Return the turnover of the Specialist Joinery division to pre-pandemic levels plus inflation.

Continue to support the new management structure introduced within the Small Works and Fire Door Divisions to generate the increase in sustainable turnover and profitability identified within the 2024 business plan.
Strengthen the management structure within the Mechanical Division to support the effective delivery of increased turnover within that division.

Manners Holdings Limited (Registered number: 09949437)

Group Strategic Report
for the Year Ended 31 December 2023


PRINCIPAL RISKS AND UNCERTAINTIES

We anticipate a steady and sustainable increase in turnover, increasing commensurate with our staffing levels.

We have to put in place management systems to ensure that our staff perform as we require.

The change in government expected within 2024 has the potential to have a destabilising effect on the construction sector.

Whilst affordable housing will be a key policy driver for any new administration, the time taken to see the resultant policies being implemented may create a delay to some projects commencing.

The changes proposed by the Labour party relating to employment law and workers' rights will add significantly to our HR costs.

Skilled resource capable of delivering the range and complexity of the projects delivered by T Manners are in short supply. Recruitment and retention of staff across all parts of the company will be a key risk to the effective delivery of contracts.

The requirement for bonds on projects is significant and will prove challenging.

KEY PERFORMANCE INDICATORS
Given the straightforward nature of the business, the company's directors are of the opinion that analysis using KPI's is not necessary for an understanding of the development, performance or position of the entity, and that all relevant financial information has been disclosed within the financial statements.

ON BEHALF OF THE BOARD:





S O Manners - Director


24 September 2024

Manners Holdings Limited (Registered number: 09949437)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of building contractors, and property rentals.

DIVIDENDS
Interim dividends of £2.8571, £1.4286 and £2.8571 were paid on 17 May 2023, 13 July 2023 and 24 October 2023..

Total dividends during the year ended 31 December 2023 were £100,000.

RESEARCH AND DEVELOPMENT
We are researching increased use of Information technology in relation to all site admin and accountancy processes.
We actively research improved processes for site-based solutions to site problems, and there is also product development in the joinery division.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

R B Manners
Mrs K M C Manners
S O Manners
I R Manners

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). 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Manners Holdings Limited (Registered number: 09949437)

Report of the Directors
for the Year Ended 31 December 2023


AUDITORS
The auditors, Anderson Barrowcliff Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S O Manners - Director


24 September 2024

Report of the Independent Auditors to the Members of
Manners Holdings Limited

Opinion
We have audited the financial statements of Manners Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 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 2023 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.

Report of the Independent Auditors to the Members of
Manners Holdings Limited


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 four, 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.

Report of the Independent Auditors to the Members of
Manners Holdings Limited


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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Based on our understanding of the industry, we have considered applicable laws and regulations which may be fundamental to the company's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias in significant accounting estimates and any significant one-off or unusual transactions.

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Audit procedures performed by the engagement team included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims.
- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
- Challenging estimates and judgements made by management in their significant accounting estimates.
- Revenue recognition; agreeing a sample of revenue transactions to gain assurance over the occurrence and accuracy of revenue and also to ensure revenue has been recognised in the correct period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Report of the Independent Auditors to the Members of
Manners Holdings Limited


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.




David Shawcross FCA (Senior Statutory Auditor)
for and on behalf of Anderson Barrowcliff Limited
Statutory Auditors
Chartered Accountants
3 Kingfisher Court
Bowesfield Park
Stockton on Tees
TS18 3EX

25 September 2024

Manners Holdings Limited (Registered number: 09949437)

Consolidated
Income Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 2 28,135,102 18,265,517

Cost of sales 26,064,043 16,668,377
GROSS PROFIT 2,071,059 1,597,140

Administrative expenses 1,756,695 1,518,176
314,364 78,964

Other operating income 3 101,599 88,896
OPERATING PROFIT 5 415,963 167,860

Interest receivable and similar income 4,353 797
420,316 168,657
Gain/loss on revaluation of investment
property

75,000

85,000
495,316 253,657

Interest payable and similar expenses 6 43,895 31,056
PROFIT BEFORE TAXATION 451,421 222,601

Tax on profit 7 78,425 (11,690 )
PROFIT FOR THE FINANCIAL YEAR 372,996 234,291
Profit attributable to:
Owners of the parent 372,996 234,291

Manners Holdings Limited (Registered number: 09949437)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR 372,996 234,291


OTHER COMPREHENSIVE INCOME
Revaluation gain on freehold property 245,000 -
Income tax relating to other comprehensive
income

(61,250

)

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

183,750

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

556,746

234,291

Total comprehensive income attributable to:
Owners of the parent 556,746 234,291

Manners Holdings Limited (Registered number: 09949437)

Consolidated Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 901,291 556,595
Investments 12 2 2
Investment property 13 1,375,000 1,300,000
2,276,293 1,856,597

CURRENT ASSETS
Stocks 14 199,661 333,685
Debtors 15 4,555,951 4,142,503
Cash at bank and in hand 2,652,885 20,641
7,408,497 4,496,829
CREDITORS
Amounts falling due within one year 16 6,628,389 3,883,688
NET CURRENT ASSETS 780,108 613,141
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,056,401

2,469,738

CREDITORS
Amounts falling due after more than one
year

17

(479,949

)

(496,282

)

PROVISIONS FOR LIABILITIES 21 (207,000 ) (60,750 )
NET ASSETS 2,369,452 1,912,706

CAPITAL AND RESERVES
Called up share capital 22 14,000 14,000
Revaluation reserve 23 607,592 327,592
Merger reserve 23 1,486,000 1,486,000
Retained earnings 23 261,860 85,114
SHAREHOLDERS' FUNDS 2,369,452 1,912,706

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





S O Manners - Director


Manners Holdings Limited (Registered number: 09949437)

Company Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 14,000 14,000
Investment property 13 1,170,000 1,050,000
1,184,000 1,064,000

CURRENT ASSETS
Cash at bank 21,155 8,599

CREDITORS
Amounts falling due within one year 16 451,927 463,751
NET CURRENT LIABILITIES (430,772 ) (455,152 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

753,228

608,848

CREDITORS
Amounts falling due after more than one
year

17

(71,007

)

(77,170

)

PROVISIONS FOR LIABILITIES 21 (73,750 ) (33,250 )
NET ASSETS 608,471 498,428

CAPITAL AND RESERVES
Called up share capital 22 14,000 14,000
Revaluation reserve 221,250 151,250
Retained earnings 373,221 333,178
SHAREHOLDERS' FUNDS 608,471 498,428

Company's profit for the financial year 210,043 51,402

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





S O Manners - Director


Manners Holdings Limited (Registered number: 09949437)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Revaluation Merger Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 January 2022 14,000 5,823 242,592 1,486,000 1,748,415

Changes in equity
Dividends - (70,000 ) - - (70,000 )
Total comprehensive income - 149,291 85,000 - 234,291
Balance at 31 December 2022 14,000 85,114 327,592 1,486,000 1,912,706

Changes in equity
Dividends - (100,000 ) - - (100,000 )
Total comprehensive income - 276,746 280,000 - 556,746
Balance at 31 December 2023 14,000 261,860 607,592 1,486,000 2,369,452

Manners Holdings Limited (Registered number: 09949437)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Revaluation Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2022 14,000 401,776 101,250 517,026

Changes in equity
Dividends - (70,000 ) - (70,000 )
Total comprehensive income - 1,402 50,000 51,402
Balance at 31 December 2022 14,000 333,178 151,250 498,428

Changes in equity
Dividends - (100,000 ) - (100,000 )
Total comprehensive income - 140,043 70,000 210,043
Balance at 31 December 2023 14,000 373,221 221,250 608,471

Manners Holdings Limited (Registered number: 09949437)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,375,220 (628,161 )
Interest paid (39,692 ) (28,019 )
Interest element of hire purchase payments
paid

(4,203

)

(3,037

)
Tax paid (10,554 ) -
Taxation refund 22,495 47,575
Net cash from operating activities 3,343,266 (611,642 )

Cash flows from investing activities
Purchase of tangible fixed assets (190,222 ) (39,234 )
Sale of tangible fixed assets 29,668 -
Interest received 4,353 797
Net cash from investing activities (156,201 ) (38,437 )

Cash flows from financing activities
Capital repayments of loans (67,512 ) (68,718 )
Hire purchase loans advanced 85,173 16,895
Hire purchase capital repayments in year (36,173 ) (29,506 )
Amount introduced by directors 27,250 738
Amount withdrawn by directors (156,274 ) (46,922 )
Equity dividends paid (100,000 ) (70,000 )
Net cash from financing activities (247,536 ) (197,513 )

Increase/(decrease) in cash and cash equivalents 2,939,529 (847,592 )
Cash and cash equivalents at beginning of
year

2

(286,644

)

560,948

Cash and cash equivalents at end of year 2 2,652,885 (286,644 )

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit before taxation 451,421 222,601
Depreciation charges 70,862 72,883
(Profit)/loss on disposal of fixed assets (10,006 ) 11
Gain on revaluation of fixed assets (75,000 ) (85,000 )
Finance costs 43,895 31,056
Finance income (4,353 ) (797 )
476,819 240,754
Decrease/(increase) in stocks 134,024 (210,175 )
Increase in trade and other debtors (254,175 ) (1,498,283 )
Increase in trade and other creditors 3,018,552 839,543
Cash generated from operations 3,375,220 (628,161 )

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 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 2,652,885 20,641
Bank overdrafts - (307,285 )
2,652,885 (286,644 )
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 20,641 560,948
Bank overdrafts (307,285 ) -
(286,644 ) 560,948


Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

3. ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 20,641 2,632,244 2,652,885
Bank overdrafts (307,285 ) 307,285 -
(286,644 ) 2,939,529 2,652,885
Debt
Finance leases (42,154 ) (49,001 ) (91,155 )
Debts falling due within 1 year (70,211 ) 2,303 (67,908 )
Debts falling due after 1 year (477,507 ) 66,171 (411,336 )
(589,872 ) 19,473 (570,399 )
Total (876,516 ) 2,959,002 2,082,486

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. ACCOUNTING POLICIES

General information and basis of preparation
Manners Holdings Limited is a private company, limited by shares, registered in England and Wales. The company number and address of the registered office is given in the company information on page 1. The nature of the group's operations and principal activity is set out in the Directors Report on page 3.

The address of the registered office is given in the company information on page 1 of these financial statements. The nature of the company's operations and its principal activities are set out in the Strategic Report on page 2.

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland" (FRS 102) and the Companies Act 2006 The financial statements have been prepared on the going concern basis under the historic cost convention, modified to include certain items at fair value. The financial statements are prepared in sterling which is the functional currency of the company, rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and its subsidiary.

As permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these 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.

When the outcome of a transaction can be estimated reliably, turnover from joinery, small works, mechanical and fire doors division is recognised by reference to the stage of completion at the balance sheet date. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value or the service provided to date based on the stage of completion of the contract activity at the balance sheet date.

Construction contracts
Where the outcome of a construction can be estimated reliably, contract costs and turnover are recognised by reference to the stage of completion at the balance sheet date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stages of completion.

Where the outcome cannot be estimated reliably, contract costs are recognised as an expense in the period in which they are incurred and contract turnover is recognised to the extent of costs incurred that it is probable will be recoverable.

When it is probable that contract costs will exceed the total contract turnover, the expected loss is recognised as an expense immediately, with a corresponding provision.

Goodwill
Goodwill arising on the acquisition of the subsidiary, representing the excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off over the expected useful life, which is five years. Provision has been made for any impairment.

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

1. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - not provided
Plant and machinery - 20% on cost
Fixtures and fittings - 33% on cost and 20% on cost
Motor vehicles - 20% on cost

Freehold Property is not depreciated. Although this is not in accordance with FRS 102 section 17.18 the buildings are always kept in a state of good repair and the Directors believe that the fair value is an acceptable valuation. We have not qualified our opinion in this respect as we believe the treatment to be acceptable and the depreciation charge would not be material to the accounts.

Tangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Land and buildings are valued at fair value.

Investment property
Investment properties for which fair value can be measured reliably without undue cost of effort are measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred tax is provided on these gains at the rate expected to apply when the property is sold.

Stocks
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell.

Work in progress (short term) is valued on the basis of cost to date plus attributable overheads. Contract work in progress is valued on the basis of cost plus attributable profit to date - provision being made for losses.

Development land is valued at cost price plus development work at cost without any addition for overheads.

Taxation
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods.It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events reorganised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain expectations. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

1. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a contributory pension scheme for Directors and staff. Expenditure is charged to the Profit and Loss Account when contributions are paid.

Debtors and creditors receivable/payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period of the revision, if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Amounts recoverable on contracts
Amounts recoverable on contracts are stated at cost plus attributable profit to the extent that such profit is
reasonably certain and after making provision for any foreseeable losses in completing contracts, less payments on account received.

2. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Rendering of services 28,135,102 18,265,517
28,135,102 18,265,517

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. OTHER OPERATING INCOME
2023 2022
£    £   
Rents received 79,196 83,129
Sundry receipts 18,903 -
Grants received 3,500 5,767
101,599 88,896

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 3,303,709 2,811,951
Social security costs 321,292 280,352
Other pension costs 82,110 77,616
3,707,111 3,169,919

The average number of employees during the year was as follows:
2023 2022

Labour 42 52
Office and management 30 24
72 76

2023 2022
£    £   
Directors' remuneration 260,030 214,632
Directors' pension contributions to money purchase schemes 11,837 19,129

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 6 7

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 99,338 82,351
Pension contributions to money purchase schemes 2,782 8,700

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2023 2022
£    £   
Depreciation - owned assets 60,059 58,913
Depreciation - assets on hire purchase contracts 10,805 13,970
(Profit)/loss on disposal of fixed assets (10,006 ) 11
Auditors remuneration 22,000 19,125
Operating lease rentals 6,441 18,133

The auditors remuneration includes £20,000 in respect of the audit of the subsidiary company.

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 1,850 3,475
Bank loan interest 37,842 24,544
Hire purchase 4,203 3,037
43,895 31,056

7. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 31,057 35,000
Under/overprovision (37,632 ) (53,690 )
Total current tax (6,575 ) (18,690 )

Deferred taxation 85,000 7,000
Tax on profit 78,425 (11,690 )

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

7. TAXATION - continued

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 451,421 222,601
Profit multiplied by the standard rate of corporation tax in the UK of
23.500 % (2022 - 19 %)

106,084

42,294

Effects of:
Capital allowances in excess of depreciation (27,143 ) -
Adjustments to tax charge in respect of previous periods (37,632 ) (55,135 )
Deferred Tax movement 85,000 7,000
Gain on investment property (17,625 ) (16,150 )
Miscellaneous adjustments 57 273
Losses carried forward 4,572 4,815

Depreciation in excess of capital allowances - 5,213
Research and Development enhanced deduction (34,888 ) -
Total tax charge/(credit) 78,425 (11,690 )

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Revaluation gain on freehold property 245,000 (61,250 ) 183,750

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2023 2022
£    £   
Ordinary shares of £1 each
Interim 100,000 70,000

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2023
and 31 December 2023 261,375
AMORTISATION
At 1 January 2023
and 31 December 2023 261,375
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 -

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST OR VALUATION
At 1 January 2023 652,283 137,772 30,495 446,716 1,267,266
Additions - - 7,546 182,676 190,222
Disposals - (20,000 ) - (33,038 ) (53,038 )
Revaluations 245,000 - - - 245,000
At 31 December 2023 897,283 117,772 38,041 596,354 1,649,450
DEPRECIATION
At 1 January 2023 247,283 74,219 24,548 364,621 710,671
Charge for year - 20,305 5,183 45,376 70,864
Eliminated on disposal - (340 ) - (33,036 ) (33,376 )
At 31 December 2023 247,283 94,184 29,731 376,961 748,159
NET BOOK VALUE
At 31 December 2023 650,000 23,588 8,310 219,393 901,291
At 31 December 2022 405,000 63,553 5,947 82,095 556,595

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. TANGIBLE FIXED ASSETS - continued

Group

Cost or valuation at 31 December 2023 is represented by:

Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
Valuation in 2017 141,342 - - - 141,342
Valuation in 2023 245,000 - - - 245,000
Cost 510,941 117,772 38,041 596,354 1,263,108
897,283 117,772 38,041 596,354 1,649,450

The freehold property was revalued by Vickers & Barrass Chartered Surveyors on 14 February 2024. The directors believe the year end value will not be materially different to this. The method used for the valuation of freehold property was the investment basis.

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST OR VALUATION
At 1 January 2023 36,696
Additions 86,530
At 31 December 2023 123,226
DEPRECIATION
At 1 January 2023 21,141
Charge for year 10,805
At 31 December 2023 31,946
NET BOOK VALUE
At 31 December 2023 91,280
At 31 December 2022 15,555

12. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
At 1 January 2023
and 31 December 2023 2
NET BOOK VALUE
At 31 December 2023 2
At 31 December 2022 2

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. FIXED ASSET INVESTMENTS - continued

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 14,000
NET BOOK VALUE
At 31 December 2023 14,000
At 31 December 2022 14,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

T Manners & Sons Limited
Registered office: Peel House, 2 Dovecot Hill, South Church Enterprise Park, Bishop Auckland, Co. Durham. DL14 6XW.
Nature of business: Building contractors
%
Class of shares: holding
Ordinary shares 100.00
2023 2022
£    £   
Aggregate capital and reserves 1,774,979 1,428,279
Profit for the year 496,700 212,890


The fixed assets investment of the group represents the subsidiary's holding in T Manners & Sons (Developments) Limited. The company is dormant, and it's year end is 31 March. The share capital is £2 and there are no other reserves.

13. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2023 1,300,000
Revaluations 75,000
At 31 December 2023 1,375,000
NET BOOK VALUE
At 31 December 2023 1,375,000
At 31 December 2022 1,300,000

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

13. INVESTMENT PROPERTY - continued

Group

Fair value at 31 December 2023 is represented by:
£   
Valuation in 2010 70,074
Valuation in 2015 (9,090 )
Valuation in 2017 (72,278 )
Valuation in 2018 (30,000 )
Valuation in 2019 25,000
Valuation in 2020 205,000
Valuation in 2021 70,000
Valuation in 2022 85,000
Valuation in 2023 75,000
Cost 956,294
1,375,000

This represents:

- Garages owned by the subsidiary which were previously included in Freehold Property at a cost of £10,095. These were reclassified as investment properties in 2015, the Directors believe this to be a more appropriate treatment. They were independently valued by Vickers and Barrass, Chartered Surveyors, on 14 April 2024. The directors believe the year end value will not be materially different to this.

-The former trading premises of the subsidiary, which has now been demolished and is now a car park.

- Properties at Barnard Castle transferred to the company at a fair value of £420,000, in 2017. The valuation was carried out during the year ended 31 December 2016. The properties were independently valued at £475,000 by Vickers and Barrass, Chartered Surveyors, on 14 April 2024. The directors believe the year end value will not be materially different to this.

- The property in Keswick was transferred to the company in 2018 at a fair value of £455,000. The valuation was carried out during the year ended 31 December 2017 by Santander. The property was independently valued at £695,000 by Vickers and Barrass, Chartered Surveyors, on 14 April 2024. The directors believe the year end value will not be materially different to this.

Company
Total
£   
FAIR VALUE
At 1 January 2023 1,050,000
Revaluations 120,000
At 31 December 2023 1,170,000
NET BOOK VALUE
At 31 December 2023 1,170,000
At 31 December 2022 1,050,000

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

13. INVESTMENT PROPERTY - continued

Company

Fair value at 31 December 2023 is represented by:
£   
Valuation in 2020 55,000
Valuation in 2021 70,000
Valuation in 2022 50,000
Valuation in 2023 120,000
Cost 875,000
1,170,000

- Properties at Barnard Castle transferred to the company at a fair value of £420,000, in 2017. The valuation was carried out during the year ended 31 December 2016. The properties were independently valued at £475,000 by Vickers and Barrass, Chartered Surveyors, on 14 April 2024. The directors believe the year end value will not be materially different to this.

- The property in Keswick was transferred to the company in 2018 at a fair value of £455,000. The valuation was carried out during the year ended 31 December 2017 by Santander. The property was revalued at £525,000 by the Directors in 2020.and again by the Directors in 2022 at £575,000 based on current market conditions. The property was revalued again in 2023 by Vickers and Barrass, Chartered Surveyors, at £695,000.

14. STOCKS

Group
2023 2022
£    £   
Stocks 10,500 10,500
Work-in-progress 189,161 323,185
199,661 333,685

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2023 2022
£    £   
Trade debtors 3,839,199 3,691,102
Amounts recoverable on contract 421,990 297,839
Other debtors 105,697 101,116
Directors' current accounts 165,249 36,225
Prepayments 23,816 16,221
4,555,951 4,142,503

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 18) 67,908 377,496 5,200 5,200
Hire purchase contracts (see note 19) 22,542 23,379 - -
Trade creditors 3,579,273 2,103,089 - -
Amounts owed to group undertakings - - 439,984 453,466
Taxation 83,799 47,226 - -
Social security and other taxes 197,801 164,272 1,743 1,731
Other creditors 527,242 322,351 - -
Accrued expenses 850,870 220,025 5,000 3,354
Payments on account 1,298,954 625,850 - -
6,628,389 3,883,688 451,927 463,751

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans (see note 18) 411,336 477,507 71,007 77,170
Hire purchase contracts (see note 19) 68,613 18,775 - -
479,949 496,282 71,007 77,170

18. LOANS

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
£    £    £    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 307,285 - -
Bank loans - less than 1 yr 67,908 70,211 5,200 5,200
67,908 377,496 5,200 5,200
Amounts falling due between one and two years:
Bank loans - 1-2 years 67,908 70,211 5,200 5,200
Amounts falling due between two and five years:
Bank loans - 2-5 years 203,221 210,634 15,600 15,600
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 140,207 196,662 50,207 56,370

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 22,542 23,379
Between one and five years 68,613 18,775
91,155 42,154

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 5,252 6,440
Between one and five years 6,440 11,693
11,692 18,133

20. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank overdraft - 307,285 - -
Bank loans 479,244 547,718 76,207 82,370
Hire purchase contracts 91,155 42,154 - -
570,399 897,157 76,207 82,370

The bank loans and overdraft are secured by a fixed and floating charge over all current and future assets of the company. The hire purchase liabilities are secured on the assets to which they relate.

The bank loans are repayable over 20 years. Interest is charged at a rate of 1.5% over bank base rate on one loan and 2.5% above bank base rate on the other loan.

The group also has a CBILS loan which is repayable over 6 years at a rate of 3.8% over bank base rate.

21. PROVISIONS FOR LIABILITIES

Group Company
2023 2022 2023 2022
£    £    £    £   
Deferred taxation 207,000 60,750 73,750 33,250

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

21. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 January 2023 60,750
Provided during year 85,000
Other comprehensive income 61,250
Balance at 31 December 2023 207,000

Company
Deferred
tax
£   
Balance at 1 January 2023 33,250
Provided during year 40,500
Balance at 31 December 2023 73,750

22. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 2023 2022
value: £    £   
14,000 Share capital 1 £1 14,000 14,000

23. RESERVES

Group
Retained Revaluation Merger
earnings reserve reserve Totals
£    £    £    £   

At 1 January 2023 85,114 327,592 1,486,000 1,898,706
Profit for the year 372,996 - - 372,996
Dividends (100,000 ) - - (100,000 )
Fair value adjustment in the year - 245,000 - 245,000
Transfer to/from non distributable
reserve

(85,000

)

85,000

-

-

Deferred tax on fair value
adjustment

(11,250

)

(50,000

)

-

(61,250

)

At 31 December 2023 261,860 607,592 1,486,000 2,355,452

Manners Holdings Limited (Registered number: 09949437)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

23. RESERVES - continued

Company
Revaluation
reserve
£   
At 1 January 2023 151,250
Transfer to/from non distributable reserve 120,000
Deferred tax on fair value adjustment (50,000 )

At 31 December 2023 221,250


24. PENSION COMMITMENTS

The subsidiary operates a defined contribution pension scheme for directors and staff. Contributions are charged to the Profit and Loss account as they are paid. The charge for the year for directors was £11,837 (2022 £19,129).The charge for the year for salaried staff was £13,064 (2022 £12,035). The charge for the year for onsite staff was £57,209 (2022 £46,452).

25. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements 47,052 -

26. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

Included in debtors are the following loans to directors:



At 1 January 2023
Amount
advanced

Amount repaid
At 31 December
2023
£ £ £ £

Director 1 36,225 156,274 (27,250 ) 165,249

The loan has no fixed repayment terms and interest is charged at an average rate of 2.19%.

27. RELATED PARTY DISCLOSURES

During the year the company performed work for the directors at a value of £109,908 (2022: £493,096). The balance due from directors is included within note 25.

The work was done at normal commercial rates.