Company Registration No. SC601917 (Scotland)
M2 GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
M2 GROUP LIMITED
COMPANY INFORMATION
Directors
A A King
E M Young
D T Milloy
A D King
C J Graham
Secretary
K M Park
Company number
SC601917
Registered office
201 West George Street
GLASGOW
G2 2LW
Auditor
Johnston Carmichael LLP
227 West George Street
GLASGOW
G2 2ND
M2 GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 36
M2 GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

The directors are pleased to report that the group performed well in 2024 with profit before tax for the year being a very satisfactory £14,396,517 (2023: £17,768,177). Net assets were £68,515,893 post a dividend of £15,000,000 (2023: £72,893,650)

Highlights for the group in 2024 included the speculative funding by Blackstone of a large industrial unit extending to 420,000sqft at Omega Business Park, Warrington, the sale of a consented residential site for 153 homes to Anwyl Homes and the sale of a care home site to LNT Care Home Developments.

New projects were acquired to maintain the group’s healthy development pipeline. The former HQ of the British Army in Scotland (Craigiehall Barracks, Edinburgh) was purchased with the site extending to circa 90 acres of land and buildings. A site of 43.93 acres was purchased in Chester and an option was taken over a 63 acre site immediately to the south of Harrogate. We will promote the sites for predominantly residential development.

 

Key performance indicators

The Board considers profits generated to be the key indicator of the group. The profit before tax delivered in 2024 was £14,396,517 (2023: £17,768,177). The nature of largescale property development means that year-on-year profits may vary significantly due to the timing and stage deals are at.

Principal risks and uncertainties

The main risk to the group is a general economic slowdown in the UK as a consequence of inflation, high interest rates and geo political issues. To mitigate risk we are selective in the projects and markets we invest in and manage our cashflows prudently with the added benefit of having no debt on the balance sheet.

Future developments

The group will continue to progress opportunities on all of its sites and will pursue other opportunities which arise that are in line with group strategy.

 

M2 GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
S172 statement

Section 172(1) of the Companies Act 2006 provides that the directors of the Group must act in a way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of all of its members as a whole, and in doing so have regard (amongst other matters) to various other stakeholder interests, as follows:

a) The likely consequences of any decision in the long term

When considering any key business decisions, the directors balance both short and long-term decisions to ensure strategies are carefully balanced. Formal chaired, minuted meetings are held monthly where strategic, operational and financial matters are reviewed and discussed, providing a platform for well-informed decision making.

 

b) The interests of the Group’s employees

The Group values all stakeholders and understands the importance of investing in people to ensure the highest quality is delivered to external parties.

 

c) The need to foster the Group’s business relationships with suppliers, customers and others

The Group maintains key relationships with our client groups understanding their key requirements and aiming to exceed expectations. The directors have a “hands on approach” to ensure relationships are maintained to a high level with all stakeholders.

 

d) The impact of the Group’s operations on the community and the environment

The Group and the directors have a focus on how projects and the Group impact both communities and the environment.

 

e) The desirability of the Group maintaining a reputation for high standards of business conduct

The directors and Group work closely with employees, consultants and suppliers to develop a motivated and well trained team. Health and safety is of paramount importance in the business.

f) The need to act fairly as between members of the Group

The directors carefully consider all decisions to ensure that they achieve a fair balance between the Group and its members.

On behalf of the board

D T Milloy
Director
29 May 2025
M2 GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Principal activities

The principal activity of the company and group continued to be that of property development.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £15,000,000 (2023: £7,000,000). The directors do not recommend payment of a further dividend (2023: £nil).

Directors

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

A A King
E M Young
D T Milloy
A D King
C J Graham
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments

The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.

Auditor

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

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Matters addressed in the strategic report

The truegroup 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 as well as details of engagement with suppliers, customers and others which have been covered within the group's S172 statement as appropriate.

Statement of disclosure to auditor

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.

M2 GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
D T Milloy
Director
29 May 2025
M2 GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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:

 

 

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.

M2 GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF M2 GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of M2 Group Limited ('the parent company') and its subsidiaries ('the group') for the year ended 31 December 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 the financial statements:

 

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The 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.

M2 GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M2 GROUP LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, 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 and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

M2 GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M2 GROUP LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

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:

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.


All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the parent company and group, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

We gained an understanding of how the parent company and group are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.

We assessed the susceptibility of the group’s and the parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

M2 GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M2 GROUP LIMITED
- 9 -

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

Use of our report

This report is made solely to the parent 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 parent 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.

Allison Dalton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
4 June 2025
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
M2 GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
53,889,719
86,121,683
Cost of sales
(37,049,079)
(67,061,910)
Gross profit
16,840,640
19,059,773
Administrative expenses
(3,297,971)
(2,916,742)
Goodwill amortisation charge
12
(91,476)
(91,476)
Other operating income
-
20,614
Operating profit
4
13,451,193
16,072,169
Share of results of associates and joint ventures
473,621
1,058,178
Interest receivable and similar income
8
1,514,125
744,446
Interest payable and similar expenses
9
(42,422)
(106,616)
Fair value decrease on investment properties
(1,000,000)
-
0
Profit before taxation
14,396,517
17,768,177
Tax on profit
10
(3,774,274)
(3,952,607)
Profit and total comprehensive income for the financial year
27
10,622,243
13,815,570
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
M2 GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
365,901
457,377
Negative goodwill
12
-
0
-
0
Net goodwill
365,901
457,377
Tangible assets
13
69,923
99,470
Investment properties
14
19,694,789
20,694,789
Investments
15
5,464,491
7,626,231
25,595,104
28,877,867
Current assets
Development work in progress
19
20,627,060
20,187,697
Debtors
20
19,071,936
3,236,098
Cash at bank and in hand
21,230,115
28,567,950
60,929,111
51,991,745
Creditors: amounts falling due within one year
21
(17,818,541)
(7,769,707)
Net current assets
43,110,570
44,222,038
Total assets less current liabilities
68,705,674
73,099,905
Creditors: amounts falling due after more than one year
22
(189,781)
(204,565)
Provisions for liabilities
Deferred tax liability
23
-
0
1,690
-
(1,690)
Net assets
68,515,893
72,893,650
Capital and reserves
Called up share capital
26
100
100
Revaluation reserve
27
(1,000,000)
-
0
Profit and loss reserves
27
69,515,793
72,893,550
Total equity
68,515,893
72,893,650
The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
D T Milloy
A A King
Director
Director
M2 GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
69,923
99,470
Investments
15
7,219,706
7,219,706
7,289,629
7,319,176
Current assets
Development work in progress
19
-
13,021
Debtors
20
95,104,239
80,746,436
Cash at bank and in hand
21,030,980
28,404,177
116,135,219
109,163,634
Creditors: amounts falling due within one year
21
(73,416,224)
(63,532,129)
Net current assets
42,718,995
45,631,505
Net assets
50,008,624
52,950,681
Capital and reserves
Called up share capital
26
100
100
Profit and loss reserves
27
50,008,524
52,950,581
Total equity
50,008,624
52,950,681

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £12,057,943 (2023: £13,407,102 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
D T Milloy
A A King
Director
Director
Company Registration No. SC601917
M2 GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
100
-
0
66,077,980
66,078,080
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
13,815,570
13,815,570
Dividends
11
-
-
(7,000,000)
(7,000,000)
Balance at 31 December 2023
100
-
0
72,893,550
72,893,650
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
10,622,243
10,622,243
Dividends
11
-
-
(15,000,000)
(15,000,000)
Transfer between reserves
-
(1,000,000)
1,000,000
-
Balance at 31 December 2024
100
(1,000,000)
69,515,793
68,515,893
M2 GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
100
46,543,479
46,543,579
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
13,407,102
13,407,102
Dividends
11
-
(7,000,000)
(7,000,000)
Balance at 31 December 2023
100
52,950,581
52,950,681
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
12,057,943
12,057,943
Dividends
11
-
(15,000,000)
(15,000,000)
Balance at 31 December 2024
100
50,008,524
50,008,624
M2 GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
7,315,135
30,923,027
Interest paid
(42,422)
(106,616)
Income taxes paid
(3,757,296)
(5,117,457)
Net cash inflow from operating activities
3,515,417
25,698,954
Investing activities
Purchase of tangible fixed assets
(2,738)
(5,712)
Purchase of investment property
-
(14,405,770)
Funds and distributions received from associates and joint ventures
2,635,361
7,851,424
Interest received
1,514,125
265,129
Net cash generated from/(used in) investing activities
4,146,748
(6,294,929)
Financing activities
Dividends paid to equity shareholders
(15,000,000)
(7,000,000)
Net cash used in financing activities
(15,000,000)
(7,000,000)
Net (decrease)/increase in cash and cash equivalents
(7,337,835)
12,404,025
Cash and cash equivalents at beginning of year
28,567,950
16,163,925
Cash and cash equivalents at end of year
21,230,115
28,567,950
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

M2 Group Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 201 West George Street, Glasgow, G2 2LW.

 

The group consists of M2 Group Limited and all of its subsidiaries.

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.

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 investment property carried at fair value. The principal accounting policies adopted are set out below. The principal accounting policies adopted are set out below.

The parent 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 (where applicable):

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company M2 Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 

Turnover represents the value of the sale of property developments, management fees and other property income.

 

Where turnover is derived from long term contracts, the value of work done during the year is ascertained by reference to contract measurement in accordance with the stage of completion of the contract when the following conditions are satisfied:

 

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Negative goodwill arising on business combinations in respect of acquisitions is included on the balance sheet and released to the statement of comprehensive income in the periods in which the non-monetary assets arising on the same acquisition are recovered. Any excess exceeding the fair value of non-monetary assets acquired are recognised in the statement of comprehensive income in the periods expected to benefit.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.6
Tangible fixed assets

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

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

Fixtures and fittings
20% - straight line
Computers
33% - 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 recognised in the statement of comprehensive income.

1.7
Investment properties

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 the statement of comprehensive income.

 

The group has a policy of transferring fair value movements to a separate revaluation reserve.

1.8
Fixed asset investments

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, associates and jointly controlled entities 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.

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 group 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 group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

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.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

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 the statement of comprehensive income.

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 the statement of comprehensive income.

1.10
Development work in progress

Developments in progress are stated at the lower of cost and estimated selling price less costs to complete and sell.

 

Cost includes expenditure incurred in acquiring the developments and other costs in bringing them to their existing location and condition.

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

1.11
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand and bank deposits held for less than 90 days. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

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

Basic financial assets, which include certain 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.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

Financial assets 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 the statement of comprehensive income.

 

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 the statement of comprehensive income.

Derecognition of financial assets

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.

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors and loans from fellow related companies, 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.

Derecognition of financial liabilities

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

1.13
Equity instruments

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.

1.14
Taxation

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

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
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 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

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.

1.15
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

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

Development work in progress

In order to assess the appropriateness of the carrying value of the development work in progress, the directors are required to consider the potential for each site held in order to assess whether any impairments are required. By using this approach, this ensures that work in progress is stated at the lower of cost and estimated selling price less costs to complete and sell.

 

The carrying value of development stocks at the reporting date is outlined at note 19.

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.

Carrying value of investment property

Investment property is carried at fair value which is based on open market value. This requires the directors to exercise due care in taking into account the condition of the property, location and the current property market conditions in determining the fair value at the year end.

 

The carrying value of the group's investment property at the reporting date is outlined at note 14.

Carrying value of investments

Investments are initially held at cost. At the end of every year the directors assess whether the carrying value of the investments is still appropriate and whether any impairment is required.

 

The carrying value of the company's investments at the reporting date is outlined at note 15.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Property development
51,070,768
83,786,185
Property management
600,626
1,273,215
Rental income
2,218,325
1,062,283
53,889,719
86,121,683

All of the group's turnover is generated within the United Kingdom.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
32,285
39,797
Impairment charge on loans to associates and joint ventures
-
4,000
Amortisation of intangible assets
91,476
91,476
Operating lease charges
94,325
44,906
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
12,600
12,000
Audit of the financial statements of the company's subsidiaries
14,975
14,250
27,575
26,250
For other services
Taxation compliance services
26,450
25,200
All other non-audit services
9,550
9,095
36,000
34,295
6
Employees

The average monthly number of persons employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration
10
10
10
10
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,493,989
2,112,358
2,493,989
2,112,358
Social security costs
305,495
279,245
305,495
279,245
Pension costs
44,264
79,381
44,264
79,381
2,843,748
2,470,984
2,843,748
2,470,984
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
1,856,208
1,591,315
Company pension contributions to defined contribution schemes
22,187
13,875
1,878,395
1,605,190

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
824,175
634,351
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,363,896
353,012
Other interest income
-
33,272
Total interest revenue
1,363,896
386,284
Income from fixed asset investments
Income from participating interests
150,229
358,162
Total income
1,514,125
744,446
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
9
Interest payable and similar expenses
2024
2023
£
£
Other interest on financial liabilities
42,422
106,616
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
3,781,297
3,980,866
Adjustments in respect of prior periods
(5,021)
(29,949)
Total current tax
3,776,276
3,950,917
Deferred tax
Origination and reversal of timing differences
(2,002)
1,690
Total tax charge
3,774,274
3,952,607

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
14,396,517
17,768,177
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
3,599,129
4,178,789
Tax effect of expenses that are not deductible in determining taxable profit
295,620
44,824
Tax effect of income not taxable in determining taxable profit
(118,525)
(250,213)
Change in unrecognised deferred tax assets
250,246
2,051
Adjustments in respect of prior years
(5,021)
(30,291)
Effect of change in corporation tax rate
(16,989)
-
Deferred tax adjustments in respect of prior years
-
0
1,603
Fixed asset differences
-
0
7,778
Other differences
19,814
(1,934)
Chargeable losses
(250,000)
-
Taxation charge
3,774,274
3,952,607

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change has had a consequential effect on the group's tax charge in the comparative year, with the standard rate of tax in that year reflective of a marginal tax rate arising from the group's period straddling the 19% and 25% tax rates. Deferred tax in both the current and comparative has been calculated at 25%.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
15,000,000
7,000,000
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
914,757
(7,505,693)
(6,590,936)
Amortisation and impairment
At 1 January 2024
457,380
(7,505,693)
(7,048,313)
Amortisation charged for the year
91,476
-
0
91,476
At 31 December 2024
548,856
(7,505,693)
(6,956,837)
Carrying amount
At 31 December 2024
365,901
-
0
365,901
At 31 December 2023
457,377
-
0
457,377
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
13
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
146,045
49,761
195,806
Additions
-
0
2,738
2,738
Disposals
(28,533)
(2,705)
(31,238)
At 31 December 2024
117,512
49,794
167,306
Depreciation and impairment
At 1 January 2024
58,349
37,987
96,336
Depreciation charged in the year
23,541
8,744
32,285
Eliminated in respect of disposals
(28,533)
(2,705)
(31,238)
At 31 December 2024
53,357
44,026
97,383
Carrying amount
At 31 December 2024
64,155
5,768
69,923
At 31 December 2023
87,696
11,774
99,470
Company
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
146,045
49,761
195,806
Additions
-
0
2,738
2,738
Disposals
(28,533)
(2,705)
(31,238)
At 31 December 2024
117,512
49,794
167,306
Depreciation and impairment
At 1 January 2024
58,349
37,987
96,336
Depreciation charged in the year
23,541
8,744
32,285
Eliminated in respect of disposals
(28,533)
(2,705)
(31,238)
At 31 December 2024
53,357
44,026
97,383
Carrying amount
At 31 December 2024
64,155
5,768
69,923
At 31 December 2023
87,696
11,774
99,470
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024
20,694,789
-
Net losses through fair value adjustments
(1,000,000)
-
At 31 December 2024
19,694,789
-

Investment property comprises property held for investment purposes. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors on an open market value basis.

 

As at 31 December 2024, the carrying value of investment property on a historic cost basis was £20,694,789 (2023: £20,694,789).

Investment property comprises [XXX]. The fair value of the investment property has been arrived at on the basis of a valuation carried out at [XXX] by [XXX] Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
7,219,706
7,219,706
Investments in associates
17
150,338
106,656
-
0
-
0
Loans to associates
17
611,954
611,955
-
0
-
0
Investments in joint ventures
18
1,821,390
1,891,451
-
0
-
0
Loans to joint ventures
18
2,880,809
5,016,169
-
0
-
0
5,464,491
7,626,231
7,219,706
7,219,706
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Group
Shares in associates and joint ventures
Loans to associates and joint ventures
Total
£
£
£
Cost or valuation
At 1 January 2024
1,998,107
6,699,642
8,697,749
Disposals and repayments
(500,000)
(2,135,361)
(2,635,361)
Share of results of associates and joint ventures
473,621
-
473,621
At 31 December 2024
1,971,728
4,564,281
6,536,009
Impairment
At 1 January 2024 and 31 December 2024
-
1,071,518
1,071,518
Carrying amount
At 31 December 2024
1,971,728
3,492,763
5,464,491
At 31 December 2023
1,998,107
5,628,124
7,626,231
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
7,219,706
Carrying amount
At 31 December 2024
7,219,706
At 31 December 2023
7,219,706
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
16
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
M2 Holdco Limited
1
Intermediate holding company
Ordinary
100.00
-
Omega St Helens Limited
2
Property development
Ordinary
0
100.00
Miller Group Holdings (UK) Limited
1
Property development
Ordinary
0
100.00
Omega Warrington Limited
2
Property development
Ordinary
0
100.00
M2 Paisley Limited
2
Property development
Ordinary
0
100.00
M2 Three Limited
1
Property development
Ordinary
0
100.00
Miller (St Neots) Limited
2
Property development
Ordinary
0
100.00
M2 Northern Limited
1
Property development
Ordinary
0
100.00
M2 Strategic Limited
1
Property development
Ordinary
0
100.00
South Queensferry Limited
1
Property development
Ordinary
0
100.00
Omega South (Zone 7) Management Company Limited
2
Property management and maintenance
3
0
-
Omega South Management Company Limited
2
Property management and maintenance
3
0
-
M2 Investco Limited
1
Property investment
Ordinary
0
100.00
M2 Residential Limited
1
Property development
Ordinary
0
100.00
M2 Farms Limited
1
Property development
Ordinary
0
100.00
M2 Dyce Limited
1
Property development
Ordinary
0
100.00
M2 Broxburn Limited
1
Property development
Ordinary
0
100.00
M2 Broxburn Industrial Limited
1
Property development
Ordinary
0
100.00
Omega West Management Company Limited
2
Property management and maintenance
3
0
-
M2 West Edinburgh Limited
1
Property development
Ordinary
0
100.00
M2 Energy Storage Limited
1
Property development
Ordinary
0
100.00
M2 Mannings Lane Ltd
1
Property development
Ordinary
0
100.00
M2 Craigiehall Ltd
1
Property development
Ordinary
0
100.00
Miller M2 (Barns Green) Limited
1
Property development
Ordinary
0
100.00
Omega North Management Company Limited
2
Property development
Ordinary
0
100.00

1 - The registered office of the companies above is; 201 West George Street, Glasgow, G2 2LW.

2 - The registered office of the companies above is; One St Peters Square, Manchester, M2 3DE.

3 - These companies are limited by guarantee and have no share capital.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
17
Associates

Details of associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Newton Mearns Patterton Limited
1
Property development
Ordinary
0
40
Miller Craigrossie Hawkhead LLP
1
Property development
N/A
0
40

1 - The registered office of the entities above is; 201 West George Street, Glasgow, G2 2LW.

18
Joint ventures

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

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Indirect
SQ3 Limited
2
Property development
Ordinary
0
50.00
SQ1 LLP
1
Property development
N/A
0
50.00
Miller Kirkcaldy Limited
1
Property development
Ordinary
0
50.00
Miller Markinch Limited
1
Property development
Ordinary
0
50.00
Miller Cardenden Limited
2
Property development
Ordinary
0
50.00
Miller Auchendinny LLP
1
Property development
N/A
0
50.00
Miller M2 (Maddiston) Limited
3
Property development
Ordinary
0
50.00
Miller M2 (Kirkcaldy) Limited
3
Property development
Ordinary
0
50.00
GMI Miller Limited
4
Holding company
Ordinary
0
50.00

1 - The registered office of the entities above is; 201 West George Street, Glasgow, G2 2LW.

2 - The registered office of the entities above is; One St Peters Square, Manchester, M2 3DE.

3 - The registered office of the entities above is; Miller House, 2 Lochside View, Edinburgh, EH12 9DH.

4 - The registered office of the entity above is: 12th Floor Basilica 2 King Charles Street, Leeds, LS1 6LS.

19
Development work in progress
Group
Company
2024
2023
2024
2023
£
£
£
£
Development work in progress
20,627,060
20,187,697
-
13,021
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
20
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
14,093,884
248,317
-
0
2,824
Corporation tax recoverable
58,673
13,600
-
0
-
0
Amounts owed by group undertakings
-
-
94,461,964
80,278,464
Amounts owed by undertakings in which the company has a participating interest
334,705
26,185
294,480
-
Other debtors
603,667
974,864
247,136
300,820
Prepayments and accrued income
3,980,695
1,973,132
100,659
164,328
19,071,624
3,236,098
95,104,239
80,746,436
Deferred tax asset (note 23)
312
-
0
-
0
-
0
19,071,936
3,236,098
95,104,239
80,746,436

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

21
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Trade creditors
3,268,605
714,512
49,479
39,749
Amounts owed to group undertakings
-
0
-
0
73,242,434
63,237,363
Corporation tax payable
214,970
150,917
-
0
-
0
Other taxation and social security
238,569
3,225,621
53,759
157,905
Deferred income
24
14,784
14,784
-
0
-
0
Other creditors
2,492,594
1,956,653
8,778
2,489
Accruals
11,589,019
1,707,220
61,774
94,623
17,818,541
7,769,707
73,416,224
63,532,129

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

22
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Deferred income
24
189,781
204,565
-
0
-
0
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
23
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Tax losses
-
(2,347)
312
-
Fixed asset timing differences
-
4,037
-
-
-
1,690
312
-
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
1,690
-
Credit to profit or loss
(2,002)
-
Asset at 31 December 2024
(312)
-
24
Deferred income
Group
Company
2024
2023
2024
2023
£
£
£
£
Other deferred income
204,565
219,349
-
-

Deferred income is included in the financial statements as follows:

Current liabilities
14,784
14,784
-
0
-
0
Non-current liabilities
189,781
204,565
-
0
-
0
204,565
219,349
-
-
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
44,264
79,381

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.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
65
65
65
65
B Ordinary shares of £1 each
20
20
20
20
C Ordinary shares of £1 each
15
15
15
15
100
100
100
100
27
Reserves
Profit and loss reserves

Profit and loss reserves represent accumulated comprehensive income/(expenditure) for the year and prior periods, less any dividends paid.

 

Revaluation reserve

The revaluation reserve comprises unrealised fair value movements on the group's investment properties.

28
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
87,424
34,763
87,424
34,763
Between two and five years
153,246
184,235
153,246
184,235
240,670
218,998
240,670
218,998
29
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
160,000
-
120,000
71,413
M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
29
Related party transactions
(Continued)
- 35 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Company
Entities over which the company has control, joint control or significant influence
6,994
-

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Company
Entities over which the company has control, joint control or significant influence
294,480
296,580
Other information

The company has taken advantage of disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned subsidiary of the group.

30
Controlling party

The directors consider there to be no ultimate controlling party.

M2 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
31
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
10,622,243
13,815,570
Adjustments for:
Share of results of associates and joint ventures
(473,621)
(1,058,178)
Taxation charged
3,774,274
3,952,607
Finance costs
42,422
106,616
Investment income
(1,514,125)
(744,446)
Amortisation and impairment of intangible assets
91,476
91,476
Depreciation and impairment of tangible fixed assets
32,285
39,797
Impairment charge/(reversal) on loans to joint ventures and associates
-
4,000
Fair value loss on investment properties
1,000,000
-
Movements in working capital:
(Increase)/decrease in stocks
(439,363)
2,080,159
(Increase)/decrease in debtors
(15,790,453)
29,331,258
Increase/(decrease) in creditors
9,984,781
(16,681,048)
Decrease in deferred income
(14,784)
(14,784)
Cash generated from operations
7,315,135
30,923,027
32
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
28,567,950
(7,337,835)
21,230,115
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