REGISTERED NUMBER: 10787511 (England and Wales)

Page

Company Information  

1

Group Strategic Report  

2

Report of the Director  

4

Report of the Independent Auditors  

6

Consolidated Income Statement  

9

Consolidated Other Comprehensive Income  

10

Consolidated Balance Sheet  

11

Company Balance Sheet  

12

Consolidated Statement of Changes in Equity  

13

Company Statement of Changes in Equity  

14

Consolidated Cash Flow Statement  

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTOR:

C L Beresford

SECRETARY:

D Bellwood

REGISTERED OFFICE:

1 Cardale Park

Beckwith Head Road

Harrogate

HG3 1RY

REGISTERED NUMBER:

10787511 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

Statutory Auditor, Chartered Accountants

Sidings House, Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

The director presents his strategic report of the company and the group for the year ended 30 November 2023.

REVIEW OF BUSINESS

The director is of the opinion that the trading performance for the year to 30 November 2023 represented a fair result for the business whilst continuing to make changes and operating within a business sector that continued to be faced with ongoing challenges as a result of COVID.

The business continued to be focused on delivering happiness through healthcare until its trading subsidiary, MYA Clinics Limited, went into administration on 22 October 2024.

Year on year the business dynamic continued to change.

November 2023 Net Revenue £13.4m November 2022 £10.6m Administrative expenses £5.3m (2022: £6.1m) Operating loss £2k, £2.9m loss in 2022.

Any plans made going into 2023 continued to be affected by the COVID pandemic. This resulted in a reduction in activity for private healthcare compared to the pre-covid period. As a result, the business carried out further restructuring during 2023 in order to reduce overheads to further advance the flexible and dynamic core of the business. Savings in relation to fixed admin costs made in the year were more than £300k, because of the continued streamlining.

Gross margin increased by 4 points when compared to the prior year,

Whilst these changes have been made, working capital remained challenging, with minimal further progress made in respect to the CVA.

HMRC had previously challenged management's judgement that the cosmetic and surgical procedures being carried out were exempt for VAT purposes and issued a levy  in August 2023 that £9.4m was due on their sales. The director disagreed with this assessment and disputed the claim; however, this was a key reason for the trading subsidiary falling into administration in October 2024.

The changes made during 2023 have continued to rebase the cost structure following the year end, so that the business could work towards delivering future profits. The shareholders have continued to support the business.

However, as noted above, The Group's sole trading subsidiary, MYA Clinics Limited, went into administration on 22 October 2024. For that reason, these financial statements are prepared on a basis other than going concern.

PRINCIPAL RISKS AND UNCERTAINTIES

Owing to the administration of MYA Clinics Limited on the 22 October 2024 the main risk to MYA Group Ltd is that the shareholders are not able to achieve a return on their investment, unless they can acquire further business to generate a return.

Overall risk management

The Director is of the opinion that as a result of the changes made to the cost base of the business that the Group is well placed to manage the principal risks and uncertainties should they arise.

Key performance indicators

The business had a series of actions that it continued to focus until the point the key trading subsidiary went into administration:

a. Proportionate and flexible overheads.

b. Improved asset utilisation.

c. Improved volume.

d. Improved communication and experience.

e. Technology to be continuously developed and deployed to assist all of the above.

Its key performance indicators included:

· Level of enquiries

· Initial consultation booking rate from enquiry

· Surgeon booking and attendance rate

· Cancellation rate

· List utilisation time

· Margin per procedure

· Profitability

ON BEHALF OF THE BOARD:

C L Beresford - Director

20 April 2026

The director presents her report with the financial statements of the company and the group for the year ended 30 November 2023.

DIVIDENDS

No dividends will be distributed for the year ended 30 November 2023.

EVENTS SINCE THE END OF THE YEAR

As a consequence of challenges faced by the business MYA Clinics Limited entered into administration on the 22 October 2024. On that date, MYA Clinics Limited, MYA Group Ltd and 121 Surgical Healthcare Ltd (now 121 Finance Limited) entered into a settlement agreement in relation to the intercompany debts existing at the time. As part of this agreement the amounts owed to MYA Group Ltd by MYA Clinics Ltd were waived aside from a £200,000 secured debt. However, in light of MYA Clinics Ltd still being in administration at the date of this report, this amount is not considered to be recoverable as at 30 November 2023.

DIRECTORS

C L Beresford has held office during the whole of the period from 1 December 2022 to the date of this report.

Other changes in directors holding office are as follows:

Ms E Rea and J M Ryan ceased to be directors after 30 November 2023 but prior to the date of this report.

Qualifying third party indemnity provisions

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

GOING CONCERN

As at the balance sheet date, the Group had net current liabilities of £18,268,740 of which £8,958,347 related to shareholder loan notes, pension scheme loans, directors' loan and related party loans. On 22 October 2024 the group's sole trading subsidiary, MYA Clinics Ltd, entered administration. As a result, the directors do not consider the group to be a going concern because the group no longer has the means to repay its creditors.

The shareholders hope to acquire other businesses in the future to attempt to generate a return on their original investment.

As required by UK accounting standards, the directors have prepared the financial statements on the basis that the group is no longer a going concern. As a result of ceasing to apply the going concern basis, management have ensured that the balance sheet is held at its realisable value by impairing the value of the fixed assets, stock and debtors down to their recoverable amounts.

FUTURE DEVELOPMENTS

As a result, the business is reviewing potential future acquisitions in order to enable the shareholders of MYA Group Ltd to obtain a return on their original investment and repay any third-party debts. No such opportunities have arisen as at the date of this report.

Price risk

Price risk is driven by market competition. The Group's current pricing is set at a reasonable level in the market which the Directors are of an opinion carries limited risk other than when comparing how budget providers set expectations to some demographics.

Credit risk

Credit risk arises principally from receivables from customers. Exposure to credit risk is considered to be low owing to the nature of MYA's customers and the payment structure.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year.  Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.  In preparing these financial statements, the director is required to:

-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors,  Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C L Beresford - Director

20 April 2026

Disclaimer of opinion

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

-

the information given in the strategic report and directors’ report for the financial year forwhich the financial

statements are prepared is consistent with the financial statements;and

-

the strategic report and directors’ report have been prepared in accordance withapplicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of  the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report.

Arising from the limitation of our work referred to above:

-

we have not obtained all the information and explanations that we considered necessaryfor the purpose of our

audit; and  

-

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-

returns adequate for our audit have not been received from branches not visited by us; or

-

the financial statements are not in agreement with the accounting records and returns; or

-

certain disclosures of directors’ remuneration specified by law are not made.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Irregularities, including fraud and non-compliance with laws and regulations, are inherent in business activities. We conducted our audit in accordance with ISAs (UK), which require us to obtain reasonable assurance that the consolidated financial statements taken as a whole are free from material misstatement, whether due to fraud or error.

In identifying and assessing the risks of material misstatement due to irregularities, we obtained an understanding of the legal and regulatory frameworks applicable to the Group and considered the susceptibility of the Group to material misstatement arising from fraud or non-compliance with laws and regulations. Our procedures included enquiries of management and those charged with governance and consideration of the controls in place to prevent and detect irregularities.

However, because of the matters described in the Basis for Disclaimer of Opinion, including the appointment of administrators to the Group’s principal trading subsidiary and the resulting limitation on our access to accounting records, information and personnel, we were unable to perform all procedures we would ordinarily perform to identify and respond to the risks of irregularities, including fraud and breaches of laws and regulations.

The primary responsibility for the prevention and detection of irregularities rests with the directors. Our responsibility is limited to identifying irregularities that have a material effect on the consolidated financial statements and that come to our attention during the course of our audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Karanjit Gill FCCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Statutory Auditor, Chartered Accountants

Sidings House, Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

22 April 2026

TURNOVER

3

13,449,945

10,621,008

Cost of sales

8,227,850

6,896,017

GROSS PROFIT

5,222,095

3,724,991

Administrative expenses

5,300,748

6,106,792

OPERATING LOSS

5

(78,653

)

(2,381,801

)

Cost of fundamental reorg

7

60,247

-

(138,900

)

(2,381,801

)

Interest payable and similar expenses

8

774,693

465,454

LOSS BEFORE TAXATION

(913,593

)

(2,847,255

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(913,593

)

(2,847,255

)

Loss attributable to:

Owners of the parent

(913,593

)

(2,847,255

)

LOSS FOR THE YEAR

(913,593

)

(2,847,255

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(913,593

)

(2,847,255

)

Total comprehensive income attributable to:

Owners of the parent

(913,593

)

(2,847,255

)

CURRENT ASSETS

Stocks

14

247

-

Debtors

15

633,695

289,866

Cash at bank and in hand

415,055

225,290

1,048,997

515,156

CREDITORS

Amounts falling due within one year

16

19,454,937

17,984,124

NET CURRENT LIABILITIES

(18,405,940

)

(17,468,968

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(18,405,940

)

(17,468,968

)

CREDITORS

Amounts falling due after more than one

year

17

478,000

501,379

NET LIABILITIES

(18,883,940

)

(17,970,347

)

CAPITAL AND RESERVES

Called up share capital

20

3,443,106

3,443,106

Other reserves

21

837,895

837,895

Retained earnings

21

(23,164,941

)

(22,251,348

)

SHAREHOLDERS' FUNDS

(18,883,940

)

(17,970,347

)

The financial statements were approved by the director and authorised for issue on 20 April 2026 and were signed by:

C L Beresford - Director

FIXED ASSETS

Tangible assets

12

-

-

Investments

13

1

1

1

1

CURRENT ASSETS

Debtors

15

73,300

7,500

Cash at bank

76

664

73,376

8,164

CREDITORS

Amounts falling due within one year

16

10,391,363

10,045,318

NET CURRENT LIABILITIES

(10,317,987

)

(10,037,154

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(10,317,986

)

(10,037,153

)

CREDITORS

Amounts falling due after more than one

year

17

478,000

478,000

NET LIABILITIES

(10,795,986

)

(10,515,153

)

CAPITAL AND RESERVES

Called up share capital

20

3,443,106

3,443,106

Retained earnings

21

(14,239,092

)

(13,958,259

)

SHAREHOLDERS' FUNDS

(10,795,986

)

(10,515,153

)

Company's loss for the financial year

(280,833

)

(3,683,846

)

The financial statements were approved by the director and authorised for issue on 20 April 2026 and were signed by:

C L Beresford - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£   

£   

£   

£   

Balance at 1 December 2021

3,443,106

(19,404,093

)

837,895

(15,123,092

)

Changes in equity

Total comprehensive income

-

(2,847,255

)

-

(2,847,255

)

Balance at 30 November 2022

3,443,106

(22,251,348

)

837,895

(17,970,347

)

Changes in equity

Total comprehensive income

-

(913,593

)

-

(913,593

)

Balance at 30 November 2023

3,443,106

(23,164,941

)

837,895

(18,883,940

)

Called up

share

Retained

Total

capital

earnings

equity

£   

£   

£   

Balance at 1 December 2021

3,443,106

(10,274,413

)

(6,831,307

)

Changes in equity

Total comprehensive income

-

(3,683,846

)

(3,683,846

)

Balance at 30 November 2022

3,443,106

(13,958,259

)

(10,515,153

)

Changes in equity

Total comprehensive income

-

(280,833

)

(280,833

)

Balance at 30 November 2023

3,443,106

(14,239,092

)

(10,795,986

)

Cash flows from operating activities