Company Registration No. 06462356 (England and Wales)
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
COMPANY INFORMATION
Directors
M Overington
R Spencer
M Brown
(Appointed 1 January 2025)
S Kitney
(Appointed 1 January 2025)
Secretary
R Spencer
Company number
06462356
Registered office
Unit 1 Heyworth Business Park
Old Portsmouth Road
Peasmarsh
Guildford
Surrey
GU3 1AF
Auditor
Cheesmans
4 Aztec Row
Berners Road
London
N1 0PW
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their report and financial statements for the year ended 31 December 2024.

Principal activities

The company continued to trade as a management company providing services to other group companies.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Overington
R Spencer
M Brown
(Appointed 1 January 2025)
S Kitney
(Appointed 1 January 2025)
Auditor

The auditor, Cheesmans, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the Directors' Report 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement of disclosure to auditor

So far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditors are aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the Board
M Overington
Director
2 September 2025
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
- 3 -
Opinion

We have audited the financial statements of Stenball No.2 Limited (formerly Stenball Limited) (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 company's affairs as at 31 December 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

We draw attention to Note 1.2 in the financial statements, which indicates that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or 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 our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED) (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

- the 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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated 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 posting inappropriate journals to increase revenue or reduce expenditure and management bias in accounting estimates. Audit procedures performed by the engagement team included:

Audit response to risks identified

- Discussions with management in respect of known or suspected instances of non-compliance with laws and regulation and fraud, and review of board minutes and internal reports;

- Challenging the assumptions and judgements made by management in their significant accounting estimates, in particular those that involve the assessment of future events, which are inherently uncertain; and

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED) (CONTINUED)
- 5 -

- Reviewing journal entries, unusual account combinations, such as those with unusual or unexpected journal postings to the profit and loss as well as journals which contain unusual words.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also the risk of not detecting 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report 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 member, for our audit work, for this report, or for the opinions we have formed.

Carol Cheesman
Senior Statutory Auditor
For and on behalf of Cheesmans
2 September 2025
Chartered Accountants
Statutory Auditor
4 Aztec Row
Berners Road
London
N1 0PW
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Turnover
97,513
97,239
Interest receivable and similar income
4
11,575
64,383
Interest payable and similar expenses
(88,648)
(88,399)
Profit before taxation
20,440
73,223
Tax on profit
(4,793)
(3,765)
Profit for the financial year
15,647
69,458

The profit and loss account has been prepared on the basis that all operations are continuing operations.

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
5
100
100
Current assets
Debtors
6
164,733
152,886
Creditors: amounts falling due within one year
7
-
0
(3,800)
Net current assets
164,733
149,086
Total assets less current liabilities
164,833
149,186
Creditors: amounts falling due after more than one year
8
(1,454,569)
(1,454,569)
Net liabilities
(1,289,736)
(1,305,383)
Capital and reserves
Called up share capital
300
300
Profit and loss reserves
(1,290,036)
(1,305,683)
Total equity
(1,289,736)
(1,305,383)

These 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 2 September 2025 and are signed on its behalf by:
S Kitney
Director
Company registration number 06462356 (England and Wales)
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
300
(1,375,141)
(1,374,841)
Year ended 31 December 2023:
Profit and total comprehensive income
-
69,458
69,458
Balance at 31 December 2023
300
(1,305,683)
(1,305,383)
Year ended 31 December 2024:
Profit and total comprehensive income
-
15,647
15,647
Balance at 31 December 2024
300
(1,290,036)
(1,289,736)
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information

Stenball No.2 Limited (formerly Stenball Limited) is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1 Heyworth Business Park, Old Portsmouth Road, Peasmarsh, Guildford, Surrey, GU3 1AF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements of the company are consolidated in the financial statements of Stenball Limited (formerly Stenball Holdings Limited). These consolidated financial statements are available from its registered office, Unit 1, Heyworth Business Park, Old Portsmouth Road, Peasmarsh, Guildford, Surrey, GU3 1AF.

1.2
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern, namely the Net Liability position of the company's balance sheet.

Stenball Limited (formerly Stenball Holdings Limited) intends to continue to financially support the company to enable it to meet its liabilities as they fall due. On this basis the financial statements have been prepared on a going concern basis.

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.3
Turnover

Turnover represents amounts receivable for goods and services rendered net of VAT and trade discounts..

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Group relief

Where group relief is claimed, the claimant company pays the surrendering company an amount equal to the corporation tax saved.

STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2
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 amount 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 in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Management charge

The company has raised management charges in the year for services rendered to the Group. The method used to calculate these charges has been confirmed by the Directors at a Board Meeting and are reviewed annually to ensure the calculation method remains appropriate.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
0
0
4
Interest receivable and similar income
2024
2023
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
-
0
56,135
Interest receivable from group companies
11,575
8,248
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
100
100
STENBALL NO.2 LIMITED (FORMERLY STENBALL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
-
0
97,239
Amounts owed by group undertakings
164,733
47,400
Other debtors
-
0
8,247
164,733
152,886
7
Creditors: amounts falling due within one year
2024
2023
£
£
Corporation tax
-
0
3,800
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Taxation and social security
1,454,569
1,454,569

The amounts due re taxation & social security have been agreed to be paid at the rate of £30,000 (less interest) per month with effect from 1 June 2027. Interest is charged at 5.91% p.a.

9
Financial commitments, guarantees and contingent liabilities

The company is party to an agreement together with fellow group undertakings Stenball Construction Limited and Stenball Management Limited. The total liability in respect of this agreement outstanding at the year end was £2,111,072 (202 3: £1,795,244) of which £656,502 (202 3: £340,675) is provided in the respective group undertakings with the balance being considered as a contingent liability.

10
Parent company

The ultimate parent undertaking of Stenball No.2 Limited is Stenball Limited (formerly Stenball Holdings Limited). The registered office is Unit 1 Heyworth Business Park, Old Portsmouth Road, Peasmarsh, Guildford, Surrey, GU3 1AF.

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