REGISTERED NUMBER: 12358032 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 January 2026

for

Central Group (Manufacturing) Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

M C Elwell

Ms K J Hughes

M Hughes

Mrs S Elwell

M J Kelly

SECRETARY:

Ms K J Hughes

REGISTERED OFFICE:

Units 9 - 10

Kelvin Way Trading Estate Kelvin Way

West Bromwich

West Midlands

B70 7TP

REGISTERED NUMBER:

12358032 (England and Wales)

AUDITORS:

Locke Williams Associates LLP

Chartered Accountants

Registered Auditors

Studio 2

50-54 St Pauls Square

Birmingham

West Midlands

B3 1QS

The directors present their strategic report of the company and the group for the year ended 31 January 2026.

REVIEW OF BUSINESS

1. Economic Context:

•

Birmingham's economy is thriving, with ongoing investments in infrastructure and housing developments.

•

This creates a robust demand for windows in both residential and commercial sectors.

2. Consumer Trends:

•

There is a growing preference for energy-efficient glazing to reduce energy bills and carbon footprints.

•

There is also a rising interest in smart windows with features like self-tinting and remote control.

3. Regulatory Landscape:

•

Compliance with UK energy efficiency standards, such as Part L of Building Regulations, is critical.

•

There is an increasing emphasis on sustainable materials and recycling initiatives.

PRINCIPAL RISKS AND UNCERTAINTIES

The key Challenges to the business are:

1

Cost Pressures: Rising raw material costs and inflation may impact profit margins.

2

Skilled Labour Shortage: A gap in skilled workers for manufacturing and installation.

3

Competition: Intense competition from both local and national players.

OPPORTUNITIES

1. Sustainability:

•

We will continue to invest in recycled materials and low-carbon manufacturing processes.

•

We will promote eco-friendly certifications to attract environmentally conscious consumers.

2. Smart Technology:

•

We can further develop and market smart window solutions to meet growing tech-savvy consumer demand.

3. Government Incentives:

•

We can leverage grants and subsidies for energy-efficient home improvements.

FUTURE PLANS

Our strategic recommendations include:

1. Marketing & Branding:

•

Highlight energy savings and environmental benefits in marketing campaigns.

•

Build a strong online presence to reach younger, tech-savvy demographics.

2. Workforce Development:

•

Collaborate with local colleges to create apprenticeship programs.

•

Upskill existing employees to handle advanced manufacturing techniques.

3. Local Partnerships:

•

Partner with Birmingham-based construction firms and housing developers.

•

Engage with local councils to supply windows for public projects.

ON BEHALF OF THE BOARD:

Ms K J Hughes - Director

17 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

DIVIDENDS

The total distribution of dividends for the year ended 31 January 2026 will be £304,020.

£

Interim

'A' Ordinary Shares

81,510

Interim

'B' Ordinary Shares

81,510

Interim

'C' Ordinary Shares

56,000

Interim

'D' Ordinary Shares

57,000

304,020

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

M C Elwell

Ms K J Hughes

M Hughes

Mrs S Elwell

Other changes in directors holding office are as follows:

M J Kelly - appointed 10 March 2025

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.

ON BEHALF OF THE BOARD:

Ms K J Hughes - Director

17 August 2026

Opinion

We have audited the financial statements of Central Group (Manufacturing) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Statement of 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 January 2026 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.

Other Matter

In the previous accounting period, the directors of the company took advantage of an audit exemption under Section 477 of the Companies Act 2006. Therefore, the prior period financial statements of the company were not subject to audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 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.

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. 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 to 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

-

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.

-

We designed audit procedures to respond to these risks, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

-

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, FRS 102 and tax legislation.

-

We identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud.

-

Based on this understanding, our audit procedures included, but were not limited to, testing journals and other adjustments, considering the business rationale in relation to significant, unusual transactions and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to assumptions and judgements made by management.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Williams FCA FCCA (Senior Statutory Auditor)

for and on behalf of Locke Williams Associates LLP

Chartered Accountants

Registered Auditors

Studio 2

50-54 St Pauls Square

Birmingham

West Midlands

B3 1QS

17 August 2026

TURNOVER

3

11,740,062

-

Cost of sales

7,919,178

-

GROSS PROFIT

3,820,884

-

Distribution costs

100,752

-

Administrative expenses

2,939,438

7,170

3,040,190

7,170

780,694

(7,170

)

Other operating income

18

36,652

OPERATING PROFIT

5

780,712

29,482

Income from shares in group undertakings

-

155,950

Interest receivable and similar income

8,096

-

8,096

155,950

788,808

185,432

Interest payable and similar expenses

6

146,258

29,482

PROFIT BEFORE TAXATION

642,550

155,950

Tax on profit

7

294,484

-

PROFIT FOR THE FINANCIAL YEAR

348,066

155,950

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

348,066

155,950

Profit attributable to:

Owners of the parent

292,367

155,950

Non-controlling interests

55,699

-

348,066

155,950

Total comprehensive income attributable to:

Owners of the parent

292,367

155,950

Non-controlling interests

55,699

-

348,066

155,950

FIXED ASSETS

Intangible assets

10

1,095,131

-

Tangible assets

11

1,114,024

-

Investments

12

Interest in associate

-

2,147,965

2,209,155

2,147,965

CURRENT ASSETS

Stocks

13

922,541

-

Debtors

14

2,241,727

447,264

Cash at bank and in hand

647,296

5,527

3,811,564

452,791

CREDITORS

Amounts falling due within one year

15

3,920,969

2,600,156

NET CURRENT LIABILITIES

(109,405

)

(2,147,365

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,099,750

600

CREDITORS

Amounts falling due after more than one year

16

(1,450,376

)

-

PROVISIONS FOR LIABILITIES

21

(277,808

)

-

NET ASSETS

371,566

600

CAPITAL AND RESERVES

Called up share capital

22

100

100

Retained earnings

23

(11,153

)

500

(11,053

)

600

NON-CONTROLLING INTERESTS

24

382,619

-

TOTAL EQUITY

371,566

600

The financial statements were approved by the Board of Directors and authorised for issue on 17 August 2026 and were signed on its behalf by:

Ms K J Hughes - Director

M C Elwell - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

4,219,799

2,147,965

4,219,799

2,147,965

CURRENT ASSETS

Debtors

14

113,344

447,264

Cash at bank and in hand

29,267

5,527

142,611

452,791

CREDITORS

Amounts falling due within one year

15

2,803,753

2,600,156

NET CURRENT LIABILITIES

(2,661,142

)

(2,147,365

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,558,657

600

CREDITORS

Amounts falling due after more than one year

16

1,300,000

-

NET ASSETS

258,657

600

CAPITAL AND RESERVES

Called up share capital

22

100

100

Retained earnings

258,557

500

258,657

600

Company's profit for the financial year

562,077

155,950

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 17 August 2026 and were signed on its behalf by:

Ms K J Hughes - Director

M C Elwell - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 February 2024

100

500

600

-

600

Changes in equity

Dividends

-

(155,950

)

(155,950

)

-

(155,950

)

Total comprehensive income

-

155,950

155,950

-

155,950

Balance at 31 January 2025

100

500

600

-

600

Changes in equity

Dividends

-

(304,020

)

(304,020

)

-

(304,020

)

Total comprehensive income

-

292,367

292,367

55,699

348,066

100

(11,153

)

(11,053

)

55,699

44,646

Acquisition of non-controlling interest

-

-

-

326,920

326,920

Balance at 31 January 2026

100

(11,153

)

(11,053

)

382,619

371,566

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2024

100

500

600

Changes in equity

Dividends

-

(155,950

)

(155,950

)

Total comprehensive income

-

155,950

155,950

Balance at 31 January 2025

100

500

600

Changes in equity

Dividends

-

(304,020

)

(304,020

)

Total comprehensive income

-

562,077

562,077

Balance at 31 January 2026

100

258,557

258,657

Cash flows from operating activities

Cash generated from operations

1

316,141

29,952

Interest paid

(123,125

)

(29,482

)

Interest element of hire purchase payments paid

(23,133

)

-

Tax paid

(193,365

)

-

Net cash from operating activities

(23,482

)

470

Cash flows from investing activities

Purchase of intangible fixed assets

(1,288,390

)

-

Purchase of tangible fixed assets

(146,253

)

-

Sale of tangible fixed assets

2,406

-

Net cash acquired

601,189

-

Interest received

8,096

-

Dividends received

-

155,950

Net cash from investing activities

(822,952

)

155,950

Cash flows from financing activities

New loans in year

2,000,000

-

Loan repayments in year

(393,333

)

(250,000

)

Net advances from invoice finance

265,193

-

HP capital repayments in year

(115,341

)

-

Amount introduced by directors

35,704

14,931

Amounts received from associates

-

229,530

Equity dividends paid

(304,020

)

(155,950

)

Net cash from financing activities

1,488,203

(161,489

)

Increase/(decrease) in cash and cash equivalents

641,769

(5,069

)

Cash and cash equivalents at beginning of year

2

5,527

10,596

Cash and cash equivalents at end of year

2

647,296

5,527

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

31.1.26

31.1.25

£

£

Profit before taxation

642,550

155,950

Depreciation charges

302,269

-

Loss on disposal of fixed assets

725

-

Finance costs

146,258

29,482

Finance income

(8,096

)

(155,950

)

1,083,706

29,482

Increase in stocks

(922,541

)

-

Decrease in trade and other debtors

118,836

420

Increase in trade and other creditors

36,140

50

Cash generated from operations

316,141

29,952

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 January 2026

31.1.26

1.2.25

£

£

Cash and cash equivalents

647,296

5,527

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

5,527

10,596

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.2.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank and in hand

5,527

641,769

647,296

5,527

641,769

647,296

Debt

Finance leases

-

(291,686

)

(291,686

)

Debts falling due within 1 year

(187,500

)

(1,612,378

)

(1,799,878

)

Debts falling due after 1 year

-

(1,300,000

)

(1,300,000

)

(187,500

)

(3,204,064

)

(3,391,564

)

Total

(181,973

)

(2,562,295

)

(2,744,268

)