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

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

Stellar Heavy Industries UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1 Knightsbridge Green, 5th Floor, London, SW1X 7QA.

The entity has presented the financial statement for 14 months compared to 17 months in the prior year when the year end was extended from May to October. The main reason for extending the year end again was to make sure the company is in co-terminus year end with the ultimate parent company which is 31 December hence the current financial statement is for 14 months compared to 17 in the prior year.

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.

At the year-end, the company was in a Net Asset position of £14,816,172 (2024 Net Asset : £771,670). The company incurred a Gross Profit of £16,777,511 (2024: £869,991) and operating profit of £14,903,018 (2024 : £771,570) as such giving no such financial indicators of material uncertainty as they would be able too realise its assets and discharge its liabilities in the normal course of business.

The directors have further confirmed that the Company have sufficient financial backing from the ultimate parent company and related parties to continue the business in foreseeable future. For this basis they have reviewed the financial and cash flow projections for the next twelve to twenty four months from the date of the approval of the financial statements. There is no need for the additional financial support to be provided to the company due to to sufficient financial cash headroom available, but in case of the risk of any cash flow needs, The parent company and related parties are ready to provide personal guarantees and financial support to the company. Further, the parent company has provided a letter of support that they would help the company to meet its financial obligations as and when required.

In addition, the directors have confirmed that there are additional new projects in pipeline which is going to be realized in the next 3 years.

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.

The company recognises revenue from the following major sources:

• Construction services

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Rendering of services

The Company undertakes design, consultancy, engineering and construction activities under construction contracts. Management has assessed that these activities represent a single integrated service delivered to customers as part of one overall construction project.

Where contracts include multiple activities, including design, consultancy, project management and construction services, these activities are not considered distinct as they are highly interrelated and collectively contribute to the delivery of a completed asset ready for its intended use.

Revenue is recognised over time as performance obligations are satisfied, measured primarily by reference to externally certified work completed, contractual milestones achieved and project progress. Contract modifications, variations and additional works are accounted for as part of the existing performance obligation where they relate to the same underlying project and do not represent a distinct good or service.

The Company undertakes construction and fit-out contracts which are generally accounted for as a single performance obligation. Revenue is recognised over time as control of the work performed passes to the customer and the customer receives the benefit of the construction services as the project progresses.

The Company measures progress towards completion using the value of work certified by independent contract administrators, quantity surveyors or customer representatives. Revenue recognised during the year is based on external valuation certificates and approved applications for payment, adjusted where necessary for contract retentions, accrued income, deferred income, variations and other contractual adjustments.

Where work has been performed but has not yet been certified or invoiced at the reporting date, revenue is recognised as accrued income to the extent that recovery is considered probable and can be measured reliably. Conversely, amounts invoiced in advance of the related performance obligations being satisfied are recognised as deferred income.

Management considers the valuation certificate method to provide the most reliable measure of progress and performance completed under the contract and therefore an appropriate basis for revenue recognition in accordance with FRS 102 Section 23.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

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 credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

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 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, 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 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, 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.

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.

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 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 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 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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Long term contracts - Construction

Revenue Recognition – Construction Contracts

The Company undertakes construction and fit-out contracts which are generally accounted for as a single performance obligation. Revenue is recognised over time as control of the work performed passes to the customer and the customer receives the benefit of the construction services as the project progresses.

The Company measures progress towards completion using the value of work certified by independent contract administrators, quantity surveyors or customer representatives. Revenue recognised during the year is based on external valuation certificates and approved applications for payment, adjusted where necessary for contract retentions, accrued income, deferred income, variations and other contractual adjustments.

Where work has been performed but has not yet been certified or invoiced at the reporting date, revenue is recognised as accrued income to the extent that recovery is considered probable and can be measured reliably. Conversely, amounts invoiced in advance of the related performance obligations being satisfied are recognised as deferred income.

Management considers the valuation certificate method to provide the most reliable measure of progress and performance completed under the contract and therefore an appropriate basis for revenue recognition in accordance with FRS 102 Section 23.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable.

The stage of completion is measured by reference to the ration of work performed to date to the total contract price.

In the application of the company’s accounting policies, the director is 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 company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. 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:

Project profitability outcome is derived from judgement and estimates gained on the project by the project managers and their team, judgement and estimates are arrived from past experiences over the contract and timely information available from their forecast and budgets in relation to the costs and value of work performed to date and to be performed in bringing contracts to completion. The company has appropriate control procedures to ensure all estimates are determined on a consistent basis and subject to appropriate review an authorisation.

The average monthly number of persons (including directors) employed by the company during the 14 month period was:

Other debtors include the directors balance of £73,434 (2024 :- £1,084) which will be repaid within 9 months of the year end, prepayment & accrued income includes accrued income of £6,820,662 for work certified but invoices issued post the year end.

During the year, the Company had amounts receivable from a director as noted above through the Director's Current Account. The balance was reviewed to assess the applicability of Section 455 of the Corporation Tax Act 2010.The overdrawn balance was fully repaid by the director prior to the due date for payment of corporation tax for the accounting period and remained repaid in accordance with the requirements of the legislation. Accordingly, no liability arises under Section 455 of the Corporation Tax Act 2010 at the reporting date.

The Company holds investments in a money market fund managed through an investment portfolio administered by UNLU & Co and Multrees Investor Services Limited.

Investments are classified as current asset investments and are initially recognised at cost, being the fair value of consideration transferred. Subsequently, investments are measured at fair value at each reporting date, with gains and losses arising from changes in fair value recognised in profit or loss.

During the year ended 31 December 2025, the Company paid a total of £14,100,000 to portfolio administrators (UNLU & Co and Multrees Investor Services Limited) of which £11,107,808 was invested in the Insight Liquidity Funds Plc GBP Liquidity Plus 2 Money Market Fund and the remaining amount of £2,992,191 was held as Cash in the portfolio. Fair value of the invested amount at the reporting date is £11,181,002 (2024: £Nil), which includes an unrealised gain of £79,172 recognised within other operating income.

In addition, cash held within the investment portfolio amounted to £2,992,191 at 31 December 2025 (2024: £Nil). Interest earned on cash balances during the year amounted to £4,670, which has been recognised within finance income. Portfolio administration and custody fees of £10,649 have been recognised within administrative expenses.

The aggregate carrying value of investments and related cash held within the portfolio at 31 December 2025 was £14,173,194 (2024: £Nil).

Included in the trade creditors balance is £1,174,050 retention balance held to be paid to the suppliers.

£1,174,050 includes the retention balance of £245,583.78 relating to Delta Industrial Roofing and Cladding Ltd

Management has challenged the quality and completion of certain works performed under the contract. The matter remains subject to ongoing dispute and litigation between the parties.

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 unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the 14 month 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.

At the year end, balance of £57,012 (2024 :- £1,134,848) was payable to Ant Yapi (UK) Ltd, the Parent company.

The immediate parent company of Stellar Heavy Industries UK Ltd is Ant Yapi (UK) Limited registered in the UK. The registered office of the parent company is 1 Knightsbridge Green, 5th Floor London SW1X 7QA.

The ultimate controlling party is the shareholders of the ultimate parent company Ant Yapi Sanayi Tic AS which is based in Turkey.