REGISTERED NUMBER: 12327422 (England and Wales)

Financial Statements for the Year Ended 30 November 2025

for

M&GP (No. 2) Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mrs J A Hershon

Mr T J Markham

Mr J P Stump

Mr M A George

REGISTERED OFFICE:

10 Old Houghton Road

Hartford

Huntingdon

Cambridgeshire

PE29 1YB

REGISTERED NUMBER:

12327422 (England and Wales)

AUDITORS:

GH Audit Limited

St George's House

George Street

Huntingdon

Cambridgeshire

PE29 3GH

CURRENT ASSETS

Stocks and work-in-progress

4

7,941,488

11,951,432

Debtors

5

221,685

221,515

Cash at bank

10,023

4,658

8,173,196

12,177,605

CREDITORS

Amounts falling due within one year

6

5,881,783

7,636,109

NET CURRENT ASSETS

2,291,413

4,541,496

TOTAL ASSETS LESS CURRENT LIABILITIES

2,291,413

4,541,496

CREDITORS

Amounts falling due after more than one year

7

3,190,717

4,091,209

NET (LIABILITIES)/ASSETS

(899,304

)

450,287

CAPITAL AND RESERVES

Called up share capital

10

125

125

Other reserves

11

232,679

446,146

Retained earnings

11

(1,132,108

)

4,016

SHAREHOLDERS' FUNDS

(899,304

)

450,287

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 27 August 2026 and were signed on its behalf by:

Mr T J Markham - Director

1.	STATUTORY INFORMATION

M&GP (No. 2) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and for at least 12 months from the date of signing. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Following the receipt of the amended planning consent for the next phase of the project the company has secured an amendment to the existing terms with the senior debt funder for the new approved scheme that will support the project to its conclusion and removes any prior period material uncertainty around the repayment of senior debt.

Significant judgements and estimates

In the application of the company’s accounting policies, the directors are required to make judgements estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements have had the most significant effect on amounts recognised in the financial statements.

Estimation of deferred consideration on purchase of land

On the purchase of the site, the company entered into a deferred consideration agreement to pay instalments of the liability as the development proceeds, the quantum of which is linked to the final sales value of the properties, subject to minimum values payable. As the timing and amount of the future payments are uncertain, there are key judgements required in the estimation of the cost of the site and the subsequent liability.

Estimation of costs to complete

In order to determine the profit that the company is able to recognise on its developments in a specific period, the company allocates site-wide development costs between units built in the current year and in future years. It also has to estimate costs to complete on such developments. In making these assessments there is a degree of inherent uncertainty. The company has developed internal controls to assess and review carrying values and the appropriateness of estimates made.

Carrying value of land and work in progress

The company’s principal activity is residential property development. The majority of the development activity is not contracted prior to the development commencing. The company’s internal controls are designed to identify where the estimated net realisable value of a site is less than its current carrying value within the Balance Sheet. The key judgements in these reviews were estimating the realisable value of a site, which is determined by forecast sales rates, expected sales prices and estimated costs to complete. If the UK housing market were to change beyond management expectations in the future, in particular with regards to the assumptions around sales prices and estimated costs to complete, further adjustments to the carrying value of land and work in progress may be required.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts and net of VAT.

Turnover comprises sales of private housing and development properties recognised on legal completion and the invoiced value of other sales after trade discounts, other sales taxes and net of VAT.

Stocks and work-in-progress

Stocks and work-in-progress 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 and work-in-progress 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.

Borrowing costs related to stocks and work-in-progress

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

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effectiveness 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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2024 - 4 ) .

4.	STOCKS AND WORK-IN-PROGRESS

30/11/25

30/11/24

£

£

Work-in-progress

7,941,488

11,951,432

The company has a capital commitment of £14,359,426 (2024: £14,359,426) as part of the design and build contract to develop the site.

5.

DEBTORS

30/11/25

30/11/24

£

£

Amounts falling due within one year:

Sundry Debtors and Prepayments

125

55,125

VAT

163,560

163,390

163,685

218,515

Amounts falling due after more than one year:

Amounts recoverable on contract

58,000

3,000

Aggregate amounts

221,685

221,515

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/11/25

30/11/24

£

£

Bank loans and overdrafts (see note 8)

2,794,550

6,286,072

Trade creditors

2,729,841

1,004,500

Amounts owed to group undertakings

322,110

322,162

Tax

-

942

Other creditors

3,032

2,483

Sundry Creditors and Accruals

32,250

19,950

5,881,783

7,636,109

A creditor of £1,565,029 (2024: £2,231,478) included within the trade creditor balances represents a deferred consideration agreement on the purchase of the site. The deferred land acquisition costs are payable as the development proceeds, the quantum of which is linked to the final sales values of the properties but is subject to minimum values payable. As this agreement bears no interest, the expected payments have been discounted on inception by a deemed market rate of interest of 8% per annum, the rate being derived based on benchmarking to other finance arrangements of the company. The accrued interest to date of £1,551,571 (2024 £1,495,160) has been capitalised within work in progress.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30/11/25

30/11/24

£

£

Other loans (see note 8)

2,809,310

1,530,161

Trade creditors

-

1,541,491

Amounts owed to group undertakings

381,407

1,019,557

3,190,717

4,091,209

8.

LOANS

An analysis of the maturity of loans is given below:

30/11/25

30/11/24

£

£

Amounts falling due within one year or on demand:

Bank loans

2,794,550

6,286,072

30/11/25

30/11/24

£

£

Amounts falling due between two and five years:

Other loans - 2-5 years

2,809,310

1,530,161

9.	SECURED DEBTS

Loans are secured by debentures incorporating charges over the land and developments included within work in progress.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30/11/25

30/11/24

value:

£

£

50

A Ordinary shares

£1

50

50

75

B Ordinary shares

£1

75

75

125

125

11.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 December 2024

4,016

446,146

450,162

Deficit for the year

(1,136,124

)

(1,136,124

)

Fair value adjustments to interest free shareholder loans

-

(213,467

)

(213,467

)

At 30 November 2025

(1,132,108

)

232,679

(899,429

)

Equity reserve

The two shareholder loans are fixed term loans which do not bear any interest. As such, fair value adjustments have been made to these balances to reflect their fair value at drawdown. The balance of the loans which have been drawn down have been discounted over the loan term at a market rate of 9% per annum.

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Colin Airey FCCA (Senior Statutory Auditor)

for and on behalf of GH Audit Limited

13.	RELATED PARTY DISCLOSURES

At the balance date, included within trade debtors due over one year, is an amount of £55,000 (£2024: £55,000) relating to marketing due from a company controlled by a director. This amount is receivable upon completion of the development.

At the balance sheet date, included within other creditors due within year, is an amount of £322,110 (2024: £322,110) relating to amounts loaned from a company controlled by a director. This loan is repayable on demand.

At the balance sheet date, included within other borrowings due after more than one year, is a loan of £1,667,890 (2024: £1,530,174) due to a shareholder. This loan is interest free and repayable on 18 November 2026 unless otherwise agreed by the parties.

At the balance sheet date, included within other borrowings due after more than one year, is a loan of £1,141,421 (2024: £1,019,583) due to a shareholder. This loan is interest free and repayable on 18 November 2026 unless otherwise agreed by the parties.

At the balance sheet date, included within trade creditors due within one year, is an amount of £735,907 (2024: £296,031) relating to construction work carried out by a company controlled by a director.

At the balance sheet date, included within amounts owed to group undertakings, is an amount of £381,407 (2024: £nil) relating to amounts loaned from a company controlled by a director. This loan is repayable on demand.

14.	ULTIMATE CONTROLLING PARTY

The controlling party is Markham & George Property Limited.