REGISTERED NUMBER: 09949437 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Manners Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

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

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

REVIEW OF BUSINESS

The principal activity of the subsidiary is that of a construction contractor acting across a number of different sectors as independent trading divisions, these being;

- Construction including house building

- Specialist Joinery

- Mechanical

- Small Works

- Fire Doors

Construction - The management team continued to be developed during 2025 with the addition of the technical support staff, Contracts managers and Quantity surveyors. 2025 was another successful year for the division with both housing & commercial projects. We secured first on the PROSPER new build housing framework for the North East region and alongside this we started works on site with two projects for Durham County Council on the framework to deliver council homes, with several other projects in the pipeline. Alongside this we started various other projects with either new or existing clients within the social housing sector.The construction division also saw an increase in the amount of commercial works secured some for either new or existing clients.

Specialist Joinery - 2025 continued the development of the division under T Lowes leadership. This has consolidated the increases in turnover that started in 2024. The client base has been expanded, and the turnover has increased and this is reflected in a buoyant order book and prospects for 2026.

Small Works - The trading conditions in 2025 have proved very challenging again.

The client base continues to be developed, and this will lead to an improved performance in 2026

Management changes during 2025 brought the division to breakeven by the end of the year. Early trading in 2026 is expected to continue to be challenging.

The client development and management changes will result in improved performance in 2026.

Fire Doors - The trading conditions in 2025 have proved very challenging again.

The client base continues to be developed and the this will lead to an improved performance in 2026.

Management changes during 2025 brought the division to breakeven by the end of the year. Early trading in 2026 is expected to continue to be challenging

Mechanical - The division increased its turnover and margins within 2025. Whilst internally awarded contracts still contribute to the division's success, a growing reputation secured through the delivery of well executed projects has reaped significant rewards for the Mechanical Division. The recruitment of further management support within the division ensured that contract wins and growth were well managed to the benefit of the business.

FUTURE DEVELOPMENTS

The strategic plan for the company seeks to;

Continue the growth and expansion our construction division through a combination of commercial (non residential) projects and housing contracts predominantly sourced from Housing Association and Local Authority clients.

Continue the focussed growth of the Specialist Joinery division under the new divisional management through expanded client base and ensuring existing customers continue to receive the high quality product and service which is creating the repeat custom.

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 2026 business plan.

Target further growth within the mechanical division, capitalising on new clients identified through 2025 in student accommodation, residential housing and on commercial projects, with increased efficiencies through expanded management team generated.

Commence work on new branding for the business.

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 in 2024 has had a destabilising effect on the construction sector. Despite the new governments stated intentions the reality is a slow down in orders and affordable housing grants.

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 as do the changes to employers NI.

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:

R B Manners - Director

16 September 2026

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

PRINCIPAL ACTIVITY

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

DIVIDENDS

Interim dividends of £14.285 were paid on 27 June 2025.

Total dividends during the year ended 31 December 2025 were £2,000.

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 2025 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.

AUDITORS

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

ON BEHALF OF THE BOARD:

R B Manners - Director

16 September 2026

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 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

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.

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

16 September 2026

TURNOVER

2

29,392,936

27,550,955

Cost of sales

26,722,683

25,267,893

GROSS PROFIT

2,670,253

2,283,062

Administrative expenses

2,646,102

2,256,315

24,151

26,747

Other operating income

3

102,973

106,938

OPERATING PROFIT

5

127,124

133,685

Interest receivable and similar income

6,820

20,084

133,944

153,769

Interest payable and similar expenses

6

34,586

27,547

PROFIT BEFORE TAXATION

99,358

126,222

Tax on profit

7

1,614

14,228

PROFIT FOR THE FINANCIAL YEAR

97,744

111,994

Profit attributable to:

Owners of the parent

97,744

111,994

PROFIT FOR THE YEAR

97,744

111,994

OTHER COMPREHENSIVE INCOME

Revaluation gain on freehold property

Income tax relating to other comprehensive income

-

61,250

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

61,250

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

97,744

173,244

Total comprehensive income attributable to:

Owners of the parent

97,744

173,244

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

1,069,639

1,022,762

Investments

12

2

2

Investment property

13

1,441,291

1,375,000

2,510,932

2,397,764

CURRENT ASSETS

Stocks

14

351,463

76,428

Debtors

15

5,902,618

4,881,004

Cash at bank and in hand

2,402,966

427,678

8,657,047

5,385,110

CREDITORS

Amounts falling due within one year

16

7,175,273

5,095,203

NET CURRENT ASSETS

1,481,774

289,907

TOTAL ASSETS LESS CURRENT LIABILITIES

3,992,706

2,687,671

CREDITORS

Amounts falling due after more than one year

17

(1,268,513

)

(53,222

)

PROVISIONS FOR LIABILITIES

21

(145,750

)

(151,750

)

NET ASSETS

2,578,443

2,482,699

CAPITAL AND RESERVES

Called up share capital

22

14,000

14,000

Non distributable reserve

23

344,956

344,956

Merger reserve

23

1,486,000

1,486,000

Revaluation reserve

23

386,342

386,342

Retained earnings

23

347,145

251,401

SHAREHOLDERS' FUNDS

2,578,443

2,482,699

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

R B Manners - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

14,000

14,000

Investment property

13

1,170,000

1,170,000

1,184,000

1,184,000

CURRENT ASSETS

Cash at bank

5,634

8,013

CREDITORS

Amounts falling due within one year

16

542,889

521,759

NET CURRENT LIABILITIES

(537,255

)

(513,746

)

TOTAL ASSETS LESS CURRENT LIABILITIES

646,745

670,254

PROVISIONS FOR LIABILITIES

21

73,750

73,750

NET ASSETS

572,995

596,504

CAPITAL AND RESERVES

Called up share capital

22

14,000

14,000

Non distributable reserve

221,250

221,250

Retained earnings

337,745

361,254

SHAREHOLDERS' FUNDS

572,995

596,504

Company's (loss)/profit for the financial year

(21,509

)

48,033

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 16 September 2026 and were signed on its behalf by:

R B Manners - Director

Called up

Non

share

Retained

distributable

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

14,000

261,863

607,592

Changes in equity

Dividends

-

(60,000

)

-

Total comprehensive income

-

49,538

(262,636

)

Balance at 31 December 2024

14,000

251,401

344,956

Changes in equity

Dividends

-

(2,000

)

-

Total comprehensive income

-

97,744

-

Balance at 31 December 2025

14,000

347,145

344,956

Merger

Revaluation

Total

reserve

reserve

equity

£

£

£

Balance at 1 January 2024

1,486,000

-

2,369,455

Changes in equity

Dividends

-

-

(60,000

)

Total comprehensive income

-

386,342

173,244

Balance at 31 December 2024

1,486,000

386,342

2,482,699

Changes in equity

Dividends

-

-

(2,000

)

Total comprehensive income

-

-

97,744

Balance at 31 December 2025

1,486,000

386,342

2,578,443

Called up

Non

share

Retained

distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

14,000

373,221

221,250

608,471

Changes in equity

Dividends

-

(60,000

)

-

(60,000

)

Total comprehensive income

-

48,033

-

48,033

Balance at 31 December 2024

14,000

361,254

221,250

596,504

Changes in equity

Dividends

-

(2,000

)

-

(2,000

)

Total comprehensive income

-

(21,509

)

-

(21,509

)

Balance at 31 December 2025

14,000

337,745

221,250

572,995

Cash flows from operating activities

Cash generated from operations

1

889,963

(1,340,032

)

Interest paid

(29,372

)

(22,265

)

Interest element of hire purchase payments paid

(5,214

)

(5,282

)

Tax paid

-

(65,589

)

Net cash from operating activities

855,377

(1,433,168

)

Cash flows from investing activities

Purchase of tangible fixed assets

(81,997

)

(225,819

)

Purchase of investment property

(66,291

)

-

Sale of tangible fixed assets

7,761

-

Interest received

6,820

20,084

Net cash from investing activities

(133,707

)

(205,735

)

Cash flows from financing activities

New loans in year

1,314,099

-

Capital repayments of loans

(64,350

)

(479,245

)

Hire purchase capital repayments in year

(19,131

)

(22,059

)

Amount introduced by directors

25,000

-

Amount withdrawn by directors

-

(25,000

)

Equity dividends paid

(2,000

)

(60,000

)

Net cash from financing activities

1,253,618

(586,304

)

Increase/(decrease) in cash and cash equivalents

1,975,288

(2,225,207

)

Cash and cash equivalents at beginning of year

2

427,678

2,652,885

Cash and cash equivalents at end of year

2

2,402,966

427,678

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

2025

2024

£

£

Profit before taxation

99,358

126,222

Depreciation charges

119,375

104,351

Profit on disposal of fixed assets

(7,749

)

-

Finance costs

34,586

27,547

Finance income

(6,820

)

(20,084

)

238,750

238,036

(Increase)/decrease in stocks

(275,035

)

123,233

Increase in trade and other debtors

(1,046,614

)

(300,053

)

Increase/(decrease) in trade and other creditors

1,972,862

(1,401,248

)

Cash generated from operations

889,963

(1,340,032

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

2,402,966

427,678

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

427,678

2,652,885

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

Other

non-cash

non-cash

At 1.1.25

Cash flow

changes

changes

At 31.12.25

£

£

£

£

£

Net cash

Cash at bank

and in hand

427,678

1,975,288

-

2,402,966

427,678

1,975,288

-

2,402,966

Debt

Finance leases

(69,096

)

103,718

(84,587

)

-

(134,232

)

Debts falling due

within 1 year

-

(80,007

)

-

-

(80,007

)

Debts falling due

after 1 year

-

(1,169,742

)

-

-

(1,169,742

)

(69,096

)

(1,146,031

)

(84,587

)

-

(1,383,981

)

Total

358,582

829,257

(84,587

)

-

1,018,985