The directors present the strategic report for the period ended 31 August 2024.

Background

Stelling Properties (Holdings) Limited is the parent of a group of companies which provides high quality modular properties in the UK and Ireland.

The group shortened its year end from 31 December 2024 to 31 August 2024 so this is an 8 month period.

The group achieves this through the identification and purchase of land in key locations, obtaining planning, building the property and then providing, in the instance of its purpose-built student accommodation (PBSA) a class leading experience to its resident student population through its management business – Unilife Limited. The group has also extended its operating strategy to delivering turn-key developments for 3rd party customers.

Construction of these assets is through the group's project delivery business, WTC Developments Limited. WTC Developments embraces the modern modular form of construction which allows it to construct assets in time scales that would not be achievable using traditional construction methods.

WTC Developments itself, contracts with the group’s own manufacturing business, Stelling Modular Limited. Stelling Modular operates a factory, located near Winchester, which produces high quality modules.

The group aims to sell properties individually or, in the case of PBSA assets, individually or as portfolios once they are income generating. One of the short-term objectives of the group is to be the leading developer of residential and PBSA properties and the leading supplier of PBSA accommodation modules to 3rd party operators in the UK.

Financial results

The consolidated financial results for the Stelling group shows a loss after tax figure of £13.1m (2023: profit £6.6m).

Profit and Loss

Its external sales in the year of £5.1m (2023: £4.2m) were driven through rental receipts from students/tenants of £2.2m (2023: £3.1m) and sales of modules to third parties of £2.9m (2023: £1.1m).

The overheads of the group increased to £7.1m, an increase of £0.5m on the previous year representing investment in the group’s abilities in both its management and its technical staff.

Balance Sheet

The group has 1 completed investment property covering 100 student beds with carrying values at fair value of £20.7m. A PBSA building of 122 beds was under development at the turn of the year which is now complete and fully operational. This is held within a joint venture with and institutional capital partner in Sculptor Real Estate. In addition to the developments, an exchange had occurred on a plot of land, located on the high street in Southampton, with a view to construct a 257 bed PBSA asset. Development has been under construction throughout 2024. In total the group holds £45m of Investment property at August 2024.

Against these assets the group has £12.5m of long-term loan funding.

The balance sheet was overdrawn in the prior year by (£0.3m), as at 31 August 2024 the balance is overdrawn by (£13.4m), an decrease of £13.1m as a consequence of the fair value treatment of the completed investment assets.

Future activities

The group continues to invest in its capabilities and secure its pipeline of future projects.

• On manufacturing capability, the group continues to invest in its factory, which is now capable of producing 2 modules per day and plans are in place to grow this to 3 per day. The group has acquired land and achieved planning for a 257 bed PBSA asset in Southampton which it aims to develop out by 2026.

• The group is engaged in negotiations with a number of 3rd party developers to supply its accommodation modules, the business sees this as an important revenue source for future periods.

• In addition to secured sites the group is in advanced discussions with the vendors of numerous other PBSA land opportunities.

Future activities – Risks

Staff – The group continues to attract and recruit highly skilled staff. It must continue to invest in its people both in terms of retention and training.

Sector – The group operates largely in the student accommodation space. The PBSA market has proven, and continues to prove, that it is counter cyclical. That is at times of economical downturn more people go and seek training at University, that is it is largely viewed as immune to the economic outlook at any given time.

Funding – The group makes use of shareholder funding and bank funding.

The shareholders of the business see the group in terms of a long term project, one that covers multiple decades rather than a few years, their commitment to the project is generational and they have the financial resources support it.

The group has developed good relationships with a number of financial institutions and these relationships continue to be strong. It has never failed to achieve bank funding on a project.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 August 2024.

The principal activity of the group continued to be that of student rental accommodation.

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The group's principal financial instruments comprise cash, trade debtors and trade creditors.

The group has strong financial controls in place to monitor and manage liquidity.

The directors considers that the group faces the usual pricing risk of any other company operating in a competitive, commercial environment.

Customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision made for doubtful debts where necessary.

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

The directors are responsible for preparing the Annual 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 group and company, 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually 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 auditor of the company is aware of that information.

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

Qualified opinion on financial statements

We have audited the financial statements of Stelling Properties (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph section of our report, the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 August 2024 and of its loss for the period 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 qualified opinion

In September 2025 the decision was made to shorten the year end to 31 August 2024 which meant we did not observe the counting of physical inventories at the end of the year for the subsidiary Stelling Modular Limited. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 August 2024, which are included in the balance sheet at £1,821,882, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary.

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 qualified opinion.

Material uncertainty relating to going concern

We draw attention to Note 1.5 in the financial statements, which indicates that the group has recorded a significant net loss for the period and that as at 31 August 2024, the group's current liabilities exceeded its assets by £49.3m. As stated in Note 1.5, these events or conditions, along with the other matters set forth in the note, indicate a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £1,821,882 held at 31 August 2024. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• the information given in the directors' report for the financial period 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.

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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.

As explained more fully in the directors' responsibilities statement, 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 group'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 to cease operations, or have no realistic alternative but to do so.

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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

• we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience.

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, data protection, employment, environmental and health and safety legislation.

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships.

• tested journal entries to identify unusual transactions.

• tested a sample of BACS payments to identify payments being made to unexpected bank accounts.

• performed transactional testing on payroll costs in respect of those employees with responsibility or authority in connection with the payroll function.

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation.

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £86,461 (2023 - £24,726 loss).

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

Stelling Properties (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Coxford Farm Depot, Overton Road, Micheldever Station, Winchester, Hants, SO21 3AN.

The group consists of Stelling Properties (Holdings) Limited and all of its subsidiaries.

The current reporting period covers the 8 months from 1 January 2024 to 31 August 2024. The whole group has aligned to 31 August. The comparative period covers the year to 31 December 2023, therefore the two periods are not comparable.

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.

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Stelling Properties (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 August 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.

At the time of approving the financial statements the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Furthermore, since the year end, one of the properties has been sold to provide some additional cash funding.

The Directors have produced detailed cash flow forecasts for the Group based on expected activity up to December 2026 which indicates that they have sufficient cash to continue to trade provided they receive a cash injection from the parent entity and new projects are started at certain intervals. The cash injection has been confirmed by the parent entity / owners financial team and so, the directors are confident that this will be forthcoming.

This expectation alongside continued support from the groups parent entity in Jersey and the owners will enable the group to continue to meet its liabilities as they fall due.

Although it is clear that the group being a going concern is entirely based on the continued support of their funders, their parent and their owners.

Despite the group being in a net liabilities position as at 31 August 2024 of £13,432,899, the Directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, provided that the promised support is provided.

Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The group recognises turnover on an accruals basis, where the amount of turnover can be reliably measured and it is probable that the future economic benefits will flow to the group.

Rental income and rental management income is recognised in the period to which it relates on an accruals basis.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Work in progress is carried at the cost of materials less impairment provisions.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its 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 payments 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. Amounts 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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

In the application of the group’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.

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

The group accounting policy is for student accommodation buildings to be allocated to investment properties even whilst they are being constructed. This is because the rooms are opened to students as they are completed.

However, whilst they are being constructed, the asset is carried at cost until all of the work required on the building has been completed. The building is then revalued in the first financial period it was completed in.

In the accounts of Big Sur (Bournemouth), there is a finance lease relating to the leasing of land on which the investment property is situated. This lease has been recognised as a right-of-use asset and a corresponding finance lease liability, measured at the present value of the minimum lease payments. The right-of-use asset is depreciated over the lease term, and interest on the lease liability is recognised using the effective interest method.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

On completion of the investment property, property valuations are reviewed and monitored based on a rental yield calculation. This calculation is based on the average rental yield for this kind of property benchmarked to other properties in similar industries.

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

Their aggregate remuneration comprised:

Borrowing costs excluded from interest payable and included in the cost of assets during the period are as follows:

The actual (credit)/charge for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:

More information on impairment movements in the period is given in note .

Investment property comprises student accommodation. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors. The valuation was made on an open market value basis by reference to rental yields for similar properties.

The cost of the investment property includes £1,372,180 (2023 - £1,227,751) of capitalised interest costs and £755,279 (2023 - £755,279) of capitalised loan arrangement fees.

During the year, Stelling Properties (Holdings) Limited acquired the shares for cash in 3 newly incorporated subsidiaries, Stelling Properties Development Management Limited, Stelling Properties Asset Management Limited and Stelling Properties JV Member 1 Limited for the par value of shares. The companies were acquired on 10 June 2024 and both the net asset value and fair value were equal to the share value.

Details of joint ventures at 31 August 2024 are as follows:

Details of the company's subsidiaries at 31 August 2024 are as follows:

The bank loans are secured by a fixed and floating charge over the investment properties.

At the 1st March 2024, loan balances held within Big Sur (High Street) Limited and Big Sur (Walnut Tree) Limited totalling £19,360,925 were transferred to Coutts & Co, these are repayable after 5 years.

Finance lease payments represent rentals payable by the group for the land on which the investment property is located. There are no restrictions placed on the use of the asset. The lease is over a 99 year term. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The ordinary shares have attached to them full voting, dividend and capital distribution rights; they do not confer any rights of redemption.

As at the 31 August 2024, the group were committed to expenses to complete the construction of the investment properties to the total of £31,395,127 (2023: £5,712,465 ).

On 15 July 2024 the group disposed of its 100% holding in Big Sur (31 High Street) Limited to SPSRE I LLP for no consideration. Included in these financial statements are losses of £20,413 arising from the company's interests in Big Sur (31 High Street) Limited up to the date of its disposal.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company owns 2 investment properties for rental purposes. Rental income earned during the year was £2,248,652. The lessee does not have an option to purchase the property at the expiry of the lease period.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

On 20 January 2025 the group transferred its ownership of Big Sur (119 High Street) Limited from Stelling Properties (Holdings) Limited to SPSRE I LLP.

The remuneration of key management personnel is as follows.

The immediate parent company is Stelling Properties (Jersey) Limited, a company registered in Jersey which has registered offices at 4th floor, St Paul's Gate, 22 - 24 New Street, St Helier, Jersey.

The ultimate parent company is Walnut Developments Limited, a company registered in Jersey which has registered offices at 4th floor, St Paul's Gate, 22 - 24 New Street, St Helier, Jersey.

Stelling Properties (Holdings) Limited is the largest and smallest group to which the accounts are consolidated into. Copies of the consolidated financial statements are publicly available from Companies House.