REGISTERED NUMBER: 10787511 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 NOVEMBER 2025

FOR

MYA GROUP LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTOR:

C L Beresford

SECRETARY:

D J Bellwood

REGISTERED OFFICE:

1 Cardale Park

Beckwith Head Road

Harrogate

HG3 1RY

REGISTERED NUMBER:

10787511 (England and Wales)

FIXED ASSETS

Investments

4

-

1

CURRENT ASSETS

Debtors

5

108,803

146,253

Cash at bank

115

1,238

108,918

147,491

CREDITORS

Amounts falling due within one year

6

4,497,073

4,128,649

NET CURRENT LIABILITIES

(4,388,155

)

(3,981,158

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,388,155

)

(3,981,157

)

CREDITORS

Amounts falling due after more than one year

7

7,475,350

7,443,890

NET LIABILITIES

(11,863,505

)

(11,425,047

)

CAPITAL AND RESERVES

Called up share capital

9

3,443,106

3,443,106

Retained earnings

10

(15,306,611

)

(14,868,153

)

SHAREHOLDERS' FUNDS

(11,863,505

)

(11,425,047

)

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 29 November 2025.

The members have not required the Company to obtain an audit of its financial statements for the year ended 29 November 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges her responsibilities for:

(a)	ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

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 director and authorised for issue on 26 August 2026 and were signed by:

C L Beresford - Director

1.	STATUTORY INFORMATION

MYA Group Limited 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.

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

As at the Balance Sheet date, the Company had net liabilities of £11,863,505 of which £9,290,784 related to shareholder loan notes, pension scheme loans, directors' loan and related party loans. On 22 October 2024 the Company's subsidiary undertaking MYA Clinics Ltd, entered administration. As a result, the directors do not consider the Company to be a going concern because the Company no longer has the means to repay its external 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 Company 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 debtors down to their recoverable amounts.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

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 effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the 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.

Derecognition of financial liabilities

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

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.

Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset, to the extent that the entity has elected to adopt this treatment. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs comprise of Interest payable on loan notes, bearing interest at rates ranging from 0% to 8%.

Loan notes are recognised initially at fair value, net of directly attributable transaction costs, and are subsequently measured at amortised cost using the effective interest rate (EIR) method. Where loan notes are issued at below market rates of interest (including 0% interest), an effective market rate of interest is imputed on initial recognition. The resulting finance cost is recognised in profit or loss over the term of the loan notes using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 30 November 2024

1

Impairments

(1

)

At 29 November 2025

-

NET BOOK VALUE

At 29 November 2025

-

At 29 November 2024

1

On 13 May 2025, Fitzroy Surgery Limited a 100% subsidiary undertaking of the Company was dissolved.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

29.11.25

29.11.24

£

£

Other debtors

108,803

146,253

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

29.11.25

29.11.24

£

£

Other creditors

4,497,073

4,128,649

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

29.11.25

29.11.24

£

£

Bank loans (see note 8)

478,000

478,000

Other creditors

6,997,350

6,965,890

7,475,350

7,443,890

8.

LOANS

An analysis of the maturity of loans is given below:

29.11.25

29.11.24

£

£

Amounts falling due within one year or on demand:

Debentures

2,293,435

2,293,435

Amounts falling due between one and two years:

Bank loans - 1-2 years

478,000

478,000

Loan notes

6,997,350

6,965,890

7,475,350

7,443,890

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

29.11.25

29.11.24

value:

£

£

3,242,106

Ordinary

£1

3,442,106

3,442,106

1,000

Ordinary A

£1

1,000

1,000

3,443,106

3,443,106

All ordinary and ordinary A shares rank pari passu as regards their rights to dividends and participation rights to share in the surplus remaining on winding up. On the event of the sale, the ordinary A shares receive the first £500,000, subsequent proceeds are distributed equally between the ordinary and A ordinary shares.

10.

RESERVES

Retained

earnings

£

At 30 November 2024

(14,868,153

)

Deficit for the year

(438,458

)

At 29 November 2025

(15,306,611

)

11.	RELATED PARTY DISCLOSURES

Transactions with related parties

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

Included in the financial statements are the following material transactions and balances with related parties which require to be disclosed in accordance with the provisions of FRS102.

Chloe Beresford owned 100% of the share capital in 121 Finance Limited. All loan transactions were carried out at an arm's length basis. At the balance sheet date, the Company was due £101,303 (2024: £138,753) from 121 Finance Limited.

Chloe Beresford is a director of Cardale Park Properties Limited, a company which MYA Group Ltd also shares common shareholders. The Company has also received loans from Cardale Park Properties Limited. At the year end date £1,371,070 (2024: £1,300,700) was due to Cardale Park Properties Limited. Interest of £82,875 (2024: £82,875) has been charged in the year.

The shareholders and directors have put loan notes in the Group during the year. Interest charged on these loan notes is in the range of 0% to 8% per annum. This interest is charged and unpaid during the year. The balances at the end of the year are as follows:

- J M Ryan had loan notes in the company of £2,307,690 (2024: £2,297,540). Interest of £113,798 (2024:£113,798) was charged in the year.

- J R Beresford had loan notes in the company of £837,500 (2024: £803,775). Interest of £31,173 (2024: £31,173) was charged in the year.

- N A Duffy had loan notes in the company of £124,908 (2024: £123,408). Interest of £9,873 (2024: £9,873) was charged in the year.

- E Rea had loan notes in the company of £288,500 (2024: £288,500). Interest of £5,400 (2024: £5,400) was charged in the year.

- R Roberts (Spencross) had loan notes in the company of £497,707 (2024: £490,832). Interest of £27,836 (2024: £27,836) was charged in the year.

In the year to 30 November 2024 shareholders provided additional working capital funds of £50,460 (2024: £309,400).

The shareholders put additional funds into the company by way of pension loans. Interest is payable on these loans at a rate of between 6% to 8% per annum. The balances at the year end date are as follows:

- J M Ryan had pension loans in the company of £908,965 (2024: £908,965). Interest of £53,514 (2023: £53,514) was charged in the year.

- J R Beresford had pension loans in the company of £750,415 (2024: £750,415). Interest of £44,334 (2024: £44,334) was charged in the year.