LOYALWARD GROUP PLC

• ⚠

  Annual accounts overdue

  Due 2026-04-30.

• ⚠

  Material uncertainty over going concern

  Minoan Group Plc's accounts for the year ended 31 October 2024 were prepared to be not on a going concern basis given insufficient liquidity and the impairment of the Itanos Gaia site valuation resulting in the Company having negative shareholder funds.

• ◆

  Audit opinion: Disclaimer of opinion

  Latest auditor's report carried a non-clean opinion.

1. LOYALWARD GROUP PLC 2026-02-06 → present
2. LOYALWARD GROUP P.L.C. 2026-01-23 → 2026-02-06
3. MINOAN GROUP PLC 2005-06-16 → 2026-01-23
4. LOYALWARD GROUP PLC 1999-08-19 → 2005-06-16
5. TARGETSHARE PUBLIC LIMITED COMPANY 1999-05-14 → 1999-08-19

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

Accounting basis

IFRS

Reporting scope

Consolidated group

Auditor

Anstey Bond LLP

Audit opinion

Disclaimer of opinion

Going concern

Material uncertainty disclosed

“Minoan Group Plc's accounts for the year ended 31 October 2024 were prepared to be not on a going concern basis given insufficient liquidity and the impairment of the Itanos Gaia site valuation resulting in the Company having negative shareholder funds.”

Group structure

1. LOYALWARD GROUP PLC · parent
   1. Loyalward Limited 100% · United Kingdom
   2. Loyalward Leisure PLC 100% · United Kingdom
   3. Loyalward Hellas S.A. 100% · Greece

Significant events

• “On 2 October 2024, an RNS entitled "Convertible loans and Company update" was issued detailing that an agreement was in place to exchange certain outstanding loans, with a total value of £1,149,494, into new convertible loans with a redemption date of 31 December 2025.”
• “On 1 November 2024, in an RNS entitled "Reduction of Liabilities and Financing Update", the Company announced that it intends to issue up to 78,000,000 Ordinary Shares of 1p each in the Company ("Ordinary Shares") to settle certain balance sheet liabilities totalling in excess of £1,300,000.”
• “On 8 November 2024, in an RNS entitled "Issue of Shares to reduce liabilities", the Company announced the issue of a total of 77,859,353 Ordinary Shares at an average price of 1.68p per share to settle liabilities in the amount of £1,311,195.”
• “On 6 January 2025, an RNS headed "Option Expiry Extension and Financing Update'" noted certain directors and executives, Grahame Cook and Tim Hill, had earlier agreed to accept options in lieu of their remuneration the then Board of Directors decided that it "...was in the best interests of the Company to extend the expiry date of those options granted to Grahame Cook and Timothy Hill directors of the company at that time."”
• “On 8 January 2025, via an RNS headed "Share Issue in respect of Loan Conversion and Issue of Warrants", the Company announced that it had received a notice to convert an existing convertible loan of £70,000 into 7,000,000 New Ordinary Shares of 1p each in Minoan at a price of 1p per Ordinary Share.”
• “On 4 April 2025, via an RNS headed 'Various Updates and DAGG Proposal', the then Board made it known that due to insufficient funds, the Company cannot finalise the audit of its annual report and accounts for the year ended 31 October 2024 by 30 April 2025.”
• “Effective 1 January 2025, an event of default has occurred under the Secured Loan and the Secured Loan continues to accrue default interest from 1 January 2025 at a supplemental interest rate of 12% per annum (in addition to the contractual interest rate of 10% per annum).”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

12

last 12 months

Capital events

2

last 24 months

Officers appointed

1

last 12 months

Officers resigned

1

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.

• Turnover

  —

  Not reported

• Cash

  0%

  £17,000 → £17,000

• Net assets

  —

  Not reported

• Employees

  -10%

  10 → 9

• Operating profit

  -22.8%

  -£536,000 → -£658,000

• Profit before tax

  -8,840.3%

  -£529,000 → -£47,294,000

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers