Company registration number 11381553 (England and Wales)
STELLING MODULAR LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
PAGES FOR FILING WITH REGISTRAR
STELLING MODULAR LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
STELLING MODULAR LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
110,864
155,614
Tangible assets
5
486,191
525,059
597,055
680,673
Current assets
Stocks
6
1,520,839
1,054,932
Debtors
7
7,933,735
1,020,311
Cash at bank and in hand
12,723
37,932
9,467,297
2,113,175
Creditors: amounts falling due within one year
8
(12,191,258)
(5,903,266)
Net current liabilities
(2,723,961)
(3,790,091)
Total assets less current liabilities
(2,126,906)
(3,109,418)
Provisions for liabilities
-
0
(19,893)
Net liabilities
(2,126,906)
(3,129,311)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(2,127,006)
(3,129,411)
Total equity
(2,126,906)
(3,129,311)

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements. true

The financial statements were approved by the board of directors and authorised for issue on 19 May 2026 and are signed on its behalf by:
Mr J Alvarez-Landaluce
Director
Company registration number 11381553 (England and Wales)
STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -
1
Accounting policies
Company information

Stelling Modular Limited is a private company limited by shares incorporated in England and Wales. The registered office is Coxford Farm Depot, Overton Road, Micheldever Station, Winchester, Hampshire, SO21 3AN.

1.1
Reporting period

The current reporting period covers the 12 months from 1 September 2024 to 31 August 2025. The comparative period covered the 8 months from 1 January 2024 to 31 August 2024, as the whole group aligned to 31 August, therefore the two periods are not comparable.

1.2
Basis of preparation

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 amounts 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.

1.3
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Although the company is in a net current liability position as at 31 December 2025 of £2,160,526, the company has financial support from its ultimate parent company, Walnut Developments Limited and the wider group. On this basis, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Additionally, the directors have confirmed that the Group is in a position to support the net liability position of the company if required, and that the amounts due on intercompany balances will not be called for until such time as the company is in a position to make payments.

1.4
Turnover
Sale of modules

Revenue on the sale of modules to group entities is recognised when the modules are complete and ready to be shipped to site.

1.5
Intangible fixed assets other than goodwill

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.

Software
4 years straight line
STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 3 -
1.6
Tangible fixed assets

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:

Leasehold land and buildings
Equal installments over the remaining period of the lease
Plant and equipment
4 years straight line
Fixtures and fittings
4 years straight line

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 credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company 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.

1.8
Stocks

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.

1.9
Cash and cash equivalents

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.

1.10
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.

STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 4 -
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.

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 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.

1.11
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.

1.12
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.

STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 5 -
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.

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 when the company has 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.

1.13
Employee benefits

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.

1.14
Retirement benefits

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

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.

Key sources of estimation uncertainty

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.

Value of deferred income

The value of deferred income has been estimated based on the budgeted cost for ancillary works to be completed on the building. The value as at 31 August 2025 is £nil (2024: £520,360).

STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 6 -
3
Employees

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

2025
2024
Number
Number
Total
53
53
4
Intangible fixed assets
Other
£
Cost
At 1 September 2024 and 31 August 2025
183,804
Amortisation and impairment
At 1 September 2024
28,190
Amortisation charged for the year
44,750
At 31 August 2025
72,940
Carrying amount
At 31 August 2025
110,864
At 31 August 2024
155,614
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 September 2024
726,043
722,310
1,448,353
Additions
-
0
120,343
120,343
At 31 August 2025
726,043
842,653
1,568,696
Depreciation and impairment
At 1 September 2024
372,000
551,294
923,294
Depreciation charged in the year
76,504
82,707
159,211
At 31 August 2025
448,504
634,001
1,082,505
Carrying amount
At 31 August 2025
277,539
208,652
486,191
At 31 August 2024
354,043
171,016
525,059
STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 7 -
6
Stocks
2025
2024
£
£
Stocks
1,520,839
1,054,932
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
171,058
153,701
Amounts owed by group undertakings
7,691,602
683,852
Other debtors
36,172
182,758
7,898,832
1,020,311
Deferred tax asset
34,903
-
0
7,933,735
1,020,311
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
1,089,604
654,733
Amounts owed to group undertakings
10,154,297
4,421,822
Deferred income
-
0
520,360
Other creditors
223,425
4,071
Accruals and deferred income
723,932
302,280
12,191,258
5,903,266
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100
100
100
100
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
10
Audit report information
(Continued)
- 8 -

Qualified opinion on financial statements

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 August 2025 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 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. 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 £1,054,932, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount at 31 August 2024 was necessary or whether there was any consequential effect on the cost of sales for the year ended 31 August 2025..

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.

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to stock, described 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 had been maintained.

Senior Statutory Auditor:
Adam Buse FCA
Statutory Auditor:
Fiander ETL
Date of audit report:
19 May 2026
11
Operating lease commitments

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

2025
2024
£
£
Within one year
358,791
280,000
Between two and five years
864,000
980,000
1,222,791
1,260,000
12
Related party transactions

The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.

STELLING MODULAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 9 -
13
Parent company

The Company's immediate parent company is Stelling Properties (Holdings) Limited, a company incorporated in the United Kingdom. Its registered office is Coxford Farm Depot, Overton Road, Micheldever Station, Winchester, SO21 3AN.

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

The following are the parents of the largest and smallest groups in which this company's results are consolidated:

Largest group
Stelling Properties (Holdings) Limited
Smallest group
Stelling Properties (Holdings) Limited
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