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Registered number: 15848651 MJFG HOLDING LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
MJFG HOLDING LIMITED COMPANY INFORMATION
Director | M J F Gardener
Registered number | 15848651
Registered office | 3 Brook Business Centre
| Cowley Mill Road
| Uxbridge
| United Kingdom
| UB8 2FX
Independent auditors | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditors
| 3 Brook Business Centre
| Cowley Mill Road
| Uxbridge
| Middlesex
| UB8 2FX
MJFG HOLDING LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Director's report | 3 - 4
Independent auditors' report | 5 - 9
Consolidated statement of comprehensive income | 10
Consolidated statement of financial position | 11 - 12
Company statement of financial position | 13
Consolidated statement of changes in equity | 14
Company statement of changes in equity | 15
Consolidated statement of cash flows | 16 - 17
Consolidated analysis of net debt | 18
Notes to the financial statements | 19 - 44
MJFG HOLDING LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 30 NOVEMBER 2025
Introduction
The directors present their Group strategic report for the period ended 30 November 2025.
Business review
The Group specialises in the letting of commercial and residential properties and also runs a hotel on the Isle of Wight. On 28 October 2024, the Company acquired 55% of Techaid Facilities Limited and it's wholly owned subsidiary, Fastcentral Limited. The Group's turnover for the period ended 30 November 2025 was £4,185,836. In particular income from rental properties and serviced offices was £2,498,715 and hotel income was £1,541,807.
Principal risks and uncertainties
Cashflow risk The directors believe the principal risk facing the Group is cash flow risk. The directors continually monitor the cash requirements of the group and in particular the availability of funds to make loan repayments when they fall due. Interest rate risk The Group has interest-bearing liabilities in the form of bank borrowings. The Group has put in place an interest rate swap to fix the interest rate on its bank borrowings and hedge against any rises in the London Interbank Offer Rate (SONIA). Credit risk The Group has policies in place to ensure that rental contracts are only agreed with tenants that have an appropriate credit history. In addition, receivable balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is not significant. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions.
Financial key performance indicators
The directors have monitored the progress of the group strategy by reference to certain financial key performance indicators. The group's turnover was £4,185,836. The group's gross profit margin was 64.5%. The group had net assets of £12,963,126. Page 1
MJFG HOLDING LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 NOVEMBER 2025 This report was approved by the board on 14 July 2026 and signed on its behalf.
M J F Gardener Director
Page 2
MJFG HOLDING LIMITED DIRECTOR'S REPORT FOR THE PERIOD ENDED 30 NOVEMBER 2025 The director presents his report and the financial statements for the period ended 30 November 2025.
Director's responsibilities statement
The director is responsible for preparing the Group strategic report, the Director's report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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. Going concern The financial statements have been prepared on a going concern basis, despite the Group reporting net current liabilities of £4,631,321. The Director notes that the Group is trading adequately and, together with the successful refinancing completed subsequent to the year-end, has sufficient working capital and committed financing available to continue trading for a period of not less than 12 months from the date of approval of these financial statements. The refinancing involved the repayment of all existing loan facilities and derivative arrangements and the establishment of a new £12.6 million five-year interest-only loan facility. As such, the Director believes that there are no material uncertainties in their assessment of whether the Group is a going concern and have therefore prepared the financial statements on a going concern basis.
Results and dividends
The profit for the period, after taxation and minority interests, amounted to £1,027,537. During the year, one of the subsidiary companies declared a dividend of £50,000. Page 3
MJFG HOLDING LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE PERIOD ENDED 30 NOVEMBER 2025
Director
The director who served during the period was:
M J F Gardener (appointed 19 July 2024)
Matters covered in the Group Strategic Report
The company has chosen in accordance with section 414C of the Companies Act 2006, to set out the following information which would otherwise be required to be continued in Director's report within the Group strategic report: likely financial risk management objectives and policies and business review.
Disclosure of information to auditors
The director at the time when this Director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
Subsequent to the year end, the Group completed a refinancing of its external borrowings. All existing loan facilities and the interest rate swap arrangement in place at the year-end were fully repaid or bought out. The Group has entered into a new £12.6 million facility, comprising a five-year interest-only term loan.
Auditors
The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 14 July 2026 and signed on its behalf.
M J F Gardener Director
Page 4
MJFG HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJFG HOLDING LIMITED
Opinion
We have audited the financial statements of MJFG Holding Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 30 November 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 November 2025 and of the Group's profit for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 director's 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 the 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 director with respect to going concern are described in the relevant sections of this report. Page 5
MJFG HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJFG HOLDING LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Director's report have been prepared in accordance with applicable 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 Director's 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: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 6
MJFG HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJFG HOLDING LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Director's responsibilities statement set out on page 3, 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 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 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 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 Auditors' 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 Group financial statements. 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: ∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙We identified the laws and regulations applicable to the Group through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector; ∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, are as follows: °Companies Act 2006. °FRS102. °Employment legislation. °Tax legislation. ∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and ∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of noncompliance throughout the audit. ∙As auditors of all group companies we were able to cover the above matters at a group and component level and thereby ensure the audit team were aware of the above matters across all group companies. Page 7
MJFG HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJFG HOLDING LIMITED (CONTINUED) We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: ∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud; ∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; ∙Reviewing the financial statements and testing the disclosures against supporting documentation; ∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies; ∙Inspecting and testing journal entries to identify unusual or unexpected transactions; ∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and ∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the Group's usual course of business. The areas that we identified as being susceptible to misstatement through fraud were: ∙Management bias in the estimates and judgements made; ∙Management override of controls; and ∙Posting of unusual journals or transactions. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' report.
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 an Auditors' 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. Page 8
MJFG HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJFG HOLDING LIMITED (CONTINUED) Simon Carr (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants & Statutory Auditors 3 Brook Business Centre Cowley Mill Road Uxbridge Middlesex UB8 2FX 15 July 2026 Page 9
MJFG HOLDING LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 NOVEMBER 2025
| 17 month period ended 30 November
| 2025
Note | £
Turnover | 4 | 4,185,836
Cost of sales |  | (1,487,146)
Gross profit |  | 2,698,690
Administrative expenses |  | (880,971)
Other operating income | 5 | 191,272
Fair value movements on investment properties |  | 320,764
Operating profit | 6 | 2,329,755
Interest receivable and similar income | 10 | 46,206
Interest payable and similar expenses | 11 | (746,803)
Profit/(loss) before taxation |  | 1,629,158
Tax on profit/(loss) | 12 | (257,940)
Profit/(loss) for the financial period |  | 1,371,218
Other comprehensive income for the period |  |
Fair value loss on interest rate swaps |  | (37,921)
Revaluation of fixed assets |  | (50,337)
Other comprehensive income for the period |  | (88,258)
Total comprehensive income for the period |  | 1,282,960
Profit for the period attributable to: |  |
Non-controlling interests |  | 343,681
Owners of the Parent Company |  | 1,027,537
|  | 1,371,218
Total comprehensive income for the period attributable to: |  |
Non-controlling interests |  | 303,965
Owners of the Parent Company |  | 978,995
|  | 1,282,960
The notes on pages 19 to 44 form part of these financial statements.
Page 10
MJFG HOLDING LIMITED REGISTERED NUMBER: 15848651 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2025
|  | 30 November
|  | 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 13 |  | (4,162,166)
Tangible assets | 14 |  | 1,809,034
Investment property | 16 |  | 32,100,099
|  |  | 29,746,967
Current assets |  |  |
Stocks | 17 | 23,257 |
Debtors: amounts falling due within one year | 18 | 537,714 |
Cash at bank and in hand | 19 | 1,918,613 |
|  | 2,479,584 |
Creditors: amounts falling due within one year | 20 | (7,110,905) |
Net current liabilities |  |  | (4,631,321)
Total assets less current liabilities |  |  | 25,115,646
Creditors: amounts falling due after more than one year | 21 |  | (10,957,680)
Provisions for liabilities |  |  |
Deferred taxation | 24 | (1,204,321) |
|  |  | (1,204,321)
Net assets |  |  | 12,953,645
Capital and reserves |  |  |
Called up share capital | 25 |  | 1
Revaluation reserve | 26 |  | (27,685)
Fair value reserve | 26 |  | (20,857)
Profit and loss account | 26 |  | 1,000,037
Equity attributable to owners of the Parent Company |  |  | 951,496
Non-controlling interests |  |  | 12,002,149
|  |  | 12,953,645
Page 11
MJFG HOLDING LIMITED REGISTERED NUMBER: 15848651 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 NOVEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 July 2026.
M J F Gardener
Director
The notes on pages 19 to 44 form part of these financial statements. Page 12
MJFG HOLDING LIMITED REGISTERED NUMBER: 15848651 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2025
|  | 30 November
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 15 |  | 9,657,430
|  |  | 9,657,430
Current assets |  |  |
Cash at bank and in hand | 19 | 15 |
|  | 15 |
Creditors: amounts falling due within one year | 20 | (9,665,354) |
Net current liabilities |  |  | (9,665,339)
Total assets less current liabilities |  |  | (7,909)
Net liabilities |  |  | (7,909)
Capital and reserves |  |  |
Called up share capital | 25 |  | 1
Loss for the period | 26 | (7,910) |
Profit and loss account carried forward | 26 |  | (7,910)
|  |  | (7,909)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 July 2026.
M J F Gardener
Director
The notes on pages 19 to 44 form part of these financial statements. Page 13

|  | MJFG HOLDING LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 NOVEMBER 2025
|  | Called up share capital | Revaluation reserve | Fair value reserve | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £ | £
| Comprehensive income for the period |  |  |  |  |  |  |
| Profit for the period | - | - | - | 1,027,537 | 1,027,537 | 343,681 | 1,371,218
| Fair value movement on interest rate swaps | - | - | (20,857) | - | (20,857) | (17,064) | (37,921)
| Freehold property revaluation | - | (27,685) | - | - | (27,685) | (22,652) | (50,337)
| Non-controlling interests on acquisition | - | - | - | - | - | 11,720,684 | 11,720,684
| Total comprehensive income for the period | - | (27,685) | (20,857) | 1,027,537 | 978,995 | 12,024,649 | 13,003,644
| Contributions by and distributions to owners |  |  |  |  |  |  |
| Dividends: Equity capital | - | - | - | (27,500) | (27,500) | (22,500) | (50,000)
| Shares issued during the period | 1 | - | - | - | 1 | - | 1
| At 30 November 2025 | 1 | (27,685) | (20,857) | 1,000,037 | 951,496 | 12,002,149 | 12,953,645
| The notes on pages 19 to 44 form part of these financial statements.
Page 14

MJFG HOLDING LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 NOVEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
Comprehensive income for the period |  |  |
Loss for the period | - | (7,910) | (7,910)
Total comprehensive income for the period | - | (7,910) | (7,910)
Contributions by and distributions to owners |  |  |
Shares issued during the period | 1 | - | 1
At 30 November 2025 | 1 | (7,910) | (7,909)
| The notes on pages 19 to 44 form part of these financial statements.
Page 15
MJFG HOLDING LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 NOVEMBER 2025
|  |  | 17 month period ended 30 November
|  |  | 2025
|  |  | £
Cash flows from operating activities |
Profit/(loss) for the financial period | 1,371,218
Adjustments for: |
Amortisation of intangible assets | (505,684)
Depreciation of tangible assets | 43,966
Loss on disposal of investment property | 42,960
Loss on disposal of tangible assets | 2,922
Interest paid | 746,803
Interest received | (46,206)
Taxation charge | 257,940
(Increase)/decrease in stocks | (23,257)
(Increase)/decrease in debtors | (537,714)
Increase in creditors | 5,893,367
Net fair value gains recognised in P&L | (320,764)
Corporation tax paid | (43,570)
Change in working capital on acquisition of subsidiaries | (2,269,747)
Deferred taxation | 1,104,620
Net cash generated from operating activities | 5,716,854
Cash flows from investing activities |
Purchase of intangible fixed assets | 4,667,850
Purchase of tangible fixed assets | (181,442)
Sale of tangible fixed assets | 91,959
Purchase of investment properties | (522,016)
Sale of investment properties | 167,040
Interest received | 46,206
Acquisition of subsidiaries | (9,657,430)
Cash acquired on acquisition | 2,782,164
Net cash used in investing activities | (2,605,669)
Page 16
MJFG HOLDING LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 30 NOVEMBER 2025
|  | 30 November
|  | 2025
|  | £
Cash flows from financing activities |
Issue of ordinary shares | 1
Repayment of loans | (680,042)
Dividends paid | (50,000)
Interest paid | (746,803)
Net cash used in financing activities | (1,476,844)
Net increase/(decrease) in cash and cash equivalents | 1,634,341
Cash and cash equivalents at the end of period | 1,634,341
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 1,918,613
Bank overdrafts | (284,272)
| 1,634,341
The notes on pages 19 to 44 form part of these financial statements.
Page 17
MJFG HOLDING LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 30 NOVEMBER 2025
| Cash flows | Acquisition and disposal of subsidiaries | At 30 November 2025
| £ | £ | £
Cash at bank and in hand | (863,551) | 2,782,164 | 1,918,613
Bank overdrafts | (284,272) | - | (284,272)
Debt due after 1 year | 666,807 | (11,064,795) | (10,397,988)
Debt due within 1 year | 13,235 | (831,832) | (818,597)
| (467,781) | (9,114,463) | (9,582,244)
The notes on pages 19 to 44 form part of these financial statements.
Page 18
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
1. | General information
MJFG Holdings Limited is a company limited by shares incorporated in England and Wales. The address of the registered office is 3 Brook Business Centre, Cowley Mill Road, Uxbridge, United Kingdom, UB8 2FX. The company was incorporated on 19 July 2024. The Group specialises in the letting of commercial and residential properties and also runs a hotel on the Isle of Wight. The Company is a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 19
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis, despite the Group reporting net current liabilities of £4,631,321. The Director notes that the Group is trading adequately and, together with the successful refinancing completed subsequent to the year-end, has sufficient working capital and committed financing available to continue trading for a period of not less than 12 months from the date of approval of these financial statements. The refinancing involved the repayment of all existing loan facilities and derivative arrangements and the establishment of a new £12.6 million five-year interest-only loan facility. As such, the Director believes that there are no material uncertainties in their assessment of whether the Group is a going concern and have therefore prepared the financial statements on a going concern basis.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 20
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue 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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Revenue recognised by the Group in respect of hotel income is recognised at the point of sale of the goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. Revenue recognised by the Group in respect of commercial and residential property lettings is recognised over the length of the respective lease term. Revenue recognised by the Group in respect of design consultancy is recognised as services are provided to customers.
| 2.6 | Operating leases: the Group as lessor
Rental income from operating leases is credited to the Statement of comprehensive income on a straight-line basis over the lease term. Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished. Page 21
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.7 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Interest income
Interest income is recognised in the Statement of comprehensive income using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Borrowing costs
All borrowing costs are recognised in the Statement of comprehensive income in the period in which they are incurred.
| 2.11 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds. Page 22
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.12 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.13 | Intangible assets
Goodwill Negative goodwill arises when amounts paid on the cost of a business combination is greater than the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 23
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.14 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 15% on cost
|  |  |  | Motor vehicles | - | 25% on reducing balance
|  |  |  | Fixtures and fittings | - | 15% or 20% on reducing balance or over 3 years
No depreciation charge is made against the freehold property as it is considered that the residual value of these is at least as great as the carrying value and not materially different to cost. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.
| 2.15 | Revaluation of tangible fixed assets
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in the Statement of comprehensive income.
| 2.16 | Investment property
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of comprehensive income.
| 2.17 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.18 | Stock
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving stocks. Page 24
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.19 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.20 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.21 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.22 | Financial instruments
The Group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets that are measured at cost and amortised cost are assessed at each reporting date for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which Page 25
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 2.Accounting policies (continued)
| 2.22 | Financial instruments (continued)
is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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. Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the Statement of comprehensive income under Other comprehensive income. The Group applies hedge accounting for interest rate and foreign exchange derivatives.
| 2.23 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the director have had to make the following judgments in applying the above accounting policies that have had the most significant effect on the amounts recognised in the financial statements: 1. Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the asset. Other key sources of estimation uncertainty: 1. Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. 2. The director have also made key assumptions in the determination of the fair value of the investment properties and freehold property within tangible fixed assets, in respect of the state of the property market in the location where the properties are situated and in respect of the range of reasonable fair value estimates of the assets. 3. The director consider that the accounting for the interest rate swap is a key accounting policy, and the value is obtained from the other party to the contract. Page 26
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Rent receivable | 2,415,764
| Fees receivable | 24,900
| Management fees receivable | 120,414
| Income from serviced offices | 82,951
| Seaview Hotel income | 1,541,807
|  | 4,185,836
| All turnover arose within the United Kingdom.
5. | Other operating income
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Insurance and service charge receivable | 191,272
|  | 191,272
Page 27
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Amortisation of goodwill | (505,684)
| Depreciation of tangible fixed assets | 43,966
| Fair value movements on investment properties | (320,764)
| Loss on sale of tangible assets | 2,922
| Loss on sale of investment properties | 42,960
7. | Auditors' remuneration
| During the period, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Group's auditors for the audit of the Group's annual financial statements | 26,900
Page 28
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
8. | Employees
| Staff costs, including director's remuneration, were as follows:
|  | Group 17 month period ended 30 November
|  | 2025
|  | £
| Wages and salaries | 1,025,764
| Social security costs | 95,175
| Cost of defined contribution scheme | 51,831
|  | 1,172,770
| The average monthly number of employees, including the director, during the period was as follows:
|  |  | Group | Group | Company | Company
|  |  |  | 17 month period ended 30 November |  | 17 month period ended 30 November
|  |  |  | 2025 |  | 2025
|  | Operations and administration |  | 53 | 53 | 53
| The Company has no employees other than the director.
9. | Director's remuneration
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Director's emoluments | 3,210
| Group contributions to defined contribution pension schemes | 867
|  | 4,077
| During the period retirement benefits were accruing to 1 director in respect of defined contribution pension schemes.
Page 29
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
10. | Interest receivable
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Other interest receivable | 46,206
|  | 46,206
11. | Interest payable and similar expenses
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Bank interest payable | 744,276
| Other interest payable | 2,527
|  | 746,803
Page 30
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
12. | Taxation
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the year | 158,239
| Total current tax | 158,239
| Deferred tax |
| On fair value adjustments of investment properties | 90,300
| On fixed assets timing differences | 9,401
| Total deferred tax | 99,701
| Tax on profit | 257,940
Page 31
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | 17 month period ended 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Profit on ordinary activities before tax | 1,629,158
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - %) | 407,290
| Effects of: |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 2,294
| Accelerated capital allowances | (149,770)
| Revaluation of investment properties | (61,538)
| Potential gain on revalued properties | 90,300
| Other timing differences leading to a change in taxation | (31,097)
| Group relief | 461
| Total tax charge for the period | 257,940
| Factors that may affect future tax charges
There are no significant factors that may affect future tax charges. Page 32
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
13. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| Additions | (4,667,850)
| At 30 November 2025 | (4,667,850)
| Amortisation |
| Credit for the period | (505,684)
| At 30 November 2025 | (505,684)
| Net book value |
| At 30 November 2025 | (4,162,166)
Page 33
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
14. | Tangible fixed assets
| Group
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| Additions | 5,337 | 1,239 | 174,866 | - | 181,442
| Acquisition of subsidiaries | 1,715,000 | 39,480 | 81,582 | 21,050 | 1,857,112
| Disposals | - | - | (143,570) | - | (143,570)
| Revaluations | (50,337) | - | - | - | (50,337)
| At 30 November 2025 | 1,670,000 | 40,719 | 112,878 | 21,050 | 1,844,647
| Depreciation |  |  |  |  |
| Charge for the period | - | 9,145 | 26,267 | 8,554 | 43,966
| Disposals | - | - | (48,689) | - | (48,689)
| Acquisition of subsidiaries | - | - | 40,336 | - | 40,336
| At 30 November 2025 | - | 9,145 | 17,914 | 8,554 | 35,613
| Net book value |  |  |  |  |
| At 30 November 2025 | 1,670,000 | 31,574 | 94,964 | 12,496 | 1,809,034
Cost or valuation at 30 November 2025 is as follows:
|  |  | Land and buildings
|  |  | £
|  | At cost | 2,258,293
|  | At valuation: |
|  | 30 November 2025 | (588,293)
|  |  | 1,670,000
Page 34
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 14.Tangible fixed assets (continued)
| If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
|  |  |  |  | 30 November
|  |  |  |  | 2025
|  |  |  |  | £
| Group |
| Cost | 2,258,293
| Accumulated depreciation | (520,635)
| Net book value | 1,737,658
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| Additions | 9,657,430
| At 30 November 2025 | 9,657,430
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Techaid Facilities Limited | Loudwater House, London Road, Loudwater, High Wycombe,Buckinghamshire, HP10 9TL | Ordinary | 55%
| Fastcentral Limited | Loudwater House London Road, Loudwater, High Wycombe, Bucks, HP10 9TL | Ordinary | 55%
| The investment in Fastcentral Limited is held via Techaid Facilities Limited.
Page 35
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
16. | Investment property
| Group
|  | Freehold investment property
|  | £
| Valuation |
| Additions at cost | 522,016
| Disposals | (210,000)
| Surplus on revaluation | 320,764
| Acquisition of subsidiaries | 31,467,319
| At 30 November 2025 | 32,100,099
The valuation of the properties has been made by an assessment made by the director and the subsidiaries' directors, of which one is a Chartered Surveyor.
17. | Stocks
|  | Group
|  | 2025
|  | £
| Finished goods and goods for resale | 23,257
|  | 23,257
Page 36
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
18. | Debtors
|  | Group
|  | 2025
|  | £
| Trade debtors | 366,466
| Other debtors | 11,838
| Prepayments and accrued income | 159,410
|  | 537,714
19. | Cash and cash equivalents
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Cash at bank and in hand | 1,918,613 | 15
| Less: bank overdrafts | (284,272) | -
|  | 1,634,341 | 15
20. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Bank overdrafts | 284,272 | -
| Bank loans | 818,597 | -
| Trade creditors | 150,568 | -
| Amounts owed to group undertakings | - | 4,610,712
| Corporation tax | 114,669 | -
| Other taxation and social security | 123,333 | -
| Other creditors | 5,143,774 | 5,054,642
| Accruals and deferred income | 475,692 | -
|  | 7,110,905 | 9,665,354
Page 37
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
21. | Creditors: Amounts falling due after more than one year
|  | Group
|  | 2025
|  | £
| Bank loans | 10,397,988
| Other creditors | 559,692
|  | 10,957,680
The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates at the measurement date. The notional value of the contract as at 30 November 2025 is £10,932,675.
22. | Loans
| Analysis of the maturity of loans is given below:
|  | Group
|  | 2025
|  | £
| Amounts falling due within one year |
| Bank loans | 818,597
| Amounts falling due 1-2 years |
| Bank loans | 2,403,971
| Amounts falling due 2-5 years |
| Bank loans | 5,675,640
| Amounts falling due after more than 5 years |
| Bank loans | 2,318,377
|  | 11,216,585
| The bank loan and overdrafts are secured by a debenture incorporating a legal charge over the company's freehold properties, plant and machinery, debtors and goodwill and by a floating charge on all other assets. The interest rate on the bank loan is 4%.
Page 38
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
23. | Financial instruments
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Financial assets |  |
| Financial assets measured at amortised cost | 378,304 | -
| Financial liabilities |  |
| Financial liabilities measured at fair value | 559,692 | -
| Financial liabilities measured at amortised cost | 16,795,199 | 9,665,154
|  | 17,354,891 | 9,665,154
| Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other debtors.
| Financial liabilities measured at fair value comprise interest rate swaps.
| Financial liabilities measured at amortised cost comprise trade creditors, bank overdrafts, bank loans other creditors, and amounts owed to group undertakings.
24. | Deferred taxation
| Group
|  | 2025
|  | £
| Charged to the Statement of comprehensive income | 99,701
| On acquisition of subsidiary | 1,104,620
| At end of year | 1,204,321
Page 39
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 24.Deferred taxation (continued)
| The deferred taxation balance is made up as follows:
|  | Group
|  | 2025
|  | £
| Accelerated capital allowances | 33,400
| Revaluation of properties | 1,237,721
|  | 1,204,321
25. | Share capital
|  |  |  |  | 30 November
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 1 Ordinary share of £1 | 1
On incorporation, 1 Ordinary share of £1 was issued at par.
26. | Reserves
Fair value reserve The fair value reserve represents the fair valuation on interest rate swaps. Revaluation reserves Revaluation reserve represents revaluation reserves on freehold properties in tangible fixed assets. Profit and loss account Profit and loss account includes all current and prior year retained profits and losses. The amount of distributable reserves for the group is £1,035,486. Page 40
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
27. | Business combinations
| Acquisition of Techaid Facilities Limited and Fastcentral Limited on 28 October 2024
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible fixed assets | 1,816,776 | - | 1,816,776
| Investment property | 31,467,319 | - | 31,467,319
|  | 33,284,095 | - | 33,284,095
| Current Assets |  |  |
| Stocks | 26,114 | - | 26,114
| Debtors | 4,778,832 | - | 4,778,832
| Cash at bank and in hand | 2,782,164 | - | 2,782,164
| Total Assets | 40,871,205 | - | 40,871,205
| Creditors |  |  |
| Due within one year | (2,134,055) | - | (2,134,055)
| Due after more than one year | (11,586,566) | - | (11,586,566)
| Deferred taxation | (1,104,620) | - | (1,104,620)
| Total Identifiable net assets | 26,045,964 | - | 26,045,964
| Non-controlling interests | (11,720,684)
| Goodwill | (4,667,850)
| Total purchase consideration | 9,657,430
| Consideration
|  |  |  |  | £
| Cash | 9,657,430
| Total purchase consideration | 9,657,430
Page 41
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025 27.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 9,657,430
| Net cash outflow on acquisition | 9,657,430
| The results of Techaid Facilities Limited and Fastcentral Limited since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 4,185,836
| Profit for the period since acquisition | 1,350,688
28. | Pension commitments
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in a separately administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £51,831. Contributions amounting to £1,575 were payable to the fund at the period end date. Page 42
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
29. | Operating lease receipts
| The Group owns commercial investment properties for rental income. Rental income earned during the year was £2,415,764. At 30 November 2025 the Group had future minimum lease receipts due under non-cancellable operating leases for each of the following periods:
|  | Group 30 November
|  | 2025
|  | £
| Land and buildings |
| Not later than 1 year | 2,053,822
| Later than 1 year and not later than 5 years | 4,565,398
| Later than 5 years | 1,375,461
|  | 7,994,681
|  | Group 30 November
|  | 2025
|  | £
| Other |
| Not later than 1 year | 18,250
| Later than 1 year and not later than 5 years | 73,000
| Later than 5 years | 1,196,896
|  | 1,288,146
30. | Related party transactions
| Included within the Company's and Group's other creditors is an amount of £3,483,208 owed to the director. Included within amounts due to group companies is an amount of £4,610,712 due to a subsidiary.
31. | Post balance sheet events
Subsequent to the year end, the Company completed a refinancing of its external borrowings. All existing loan facilities and the interest rate swap arrangement in place at the year-end were fully repaid or bought out. The Company has entered into a new £12.6 million facility, comprising a five-year interest-only term loan. Page 43
MJFG HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 NOVEMBER 2025
32. | Controlling party
The ultimate controlling party is M J F Gardener.
Page 44