The director presents the strategic report for the year ended 31 December 2024.

Fair review of the business

The results for 2024 report earnings before interest, tax, depreciation and amortisation (EBITDA) of £1.7m (£2.3m in 2023). Last year’s results included a one-off £0.3m profit on the sale of the joint venture, so the directors are pleased with the results for 2024.

The reduction in gross margin reflects the significant challenges the property claims industry faces. The directors of MA Group are committed to ensuring that the business is well placed to deal with these challenges through investment, diversification and acquisitions. In October 2024 MA Group acquired 76% of The Cosmetic Repair Company (Northern) Limited, a surface repair business based in Halifax that provides services across the UK. And in July 2025 the group also acquired Magicman Holdings Limited, a leading nationwide surface repair business. These two businesses will be developed to provide a comprehensive service that further diversifies the group into new clients and industries.

NHCC continues to operate in the new house building market. The directors have refocussed the business on customer care services to provide a long-term pipeline of revenues and higher margins.

We have continued to develop and promote MA Group Property Claims, our end-to-end property claims management service incorporating Virtus Validations, Revival and MA Assist. In 2025 the group entered into new claims management contracts with major UK insurers and so the directors expect this division of the business to grow.

Key performance indicators we have

Consolidated turnover increased to £44.0m in 2024 from £40.6m in 2023, an increase of 8.4%. Total billings for MA Group Property Claims decreased by 6.2% from £45.0m in 2023 to £42.2m in 2024.

The gross margin fell because of the change in mix of clients, resulting in a reduction in operating profit of £0.8m. The directors expect diversification and new acquisitions to reverse this trend.

Fair review of the business

MA Assist is one of the UK’s leading property claims managers and is the heart of the MA Group Property Claims proposition. With a building repair network that repairs damaged properties all over the UK, MA Assist delivers an integrated property claims service with customer focus and understanding at the heart of everything we do. The company continues to be cash generative, enabling the group to invest in digital and IT projects, systems, people and acquisitions so we can widen our products and services to new and existing clients.

Key performance indicators

Turnover fell by 7.5% to £25.6m (£27.4m in 2023) and operating profit fell to £0.4m (£1.3m in 2023) due to continued investment in people and systems. The value of billings to clients was slightly down on 2023 at £25.6m and gross margin fell to 13.2% from 16.5%. This is due to a change in the profile of clients and will improve in 2025 thanks to new client contracts.

The outlook for MA Assist remains positive, but challenging, as insurers increasingly cash settle claims, and the construction industry continues to struggle with capacity. The directors expect billings and profitability be increased in 2025.

Fair review of the business

The Revival Company (UK) Ltd continues to wind down as the transition from the franchise model to the license model continues. From July 2023 all new fire and flood restoration claims have been managed through Revival Blue Limited.

Fair review of the business

Revival is a fire and flood restoration business with a network of branches across the UK. The integration of the two Revival networks is bringing increased revenues to the group as the combined operation provides a nationwide service for high-net-worth and lower value claims through a flexible, license model. This new model, and the excellent service provided by the branches, has ensured growth through new client contracts and higher volumes from existing clients.

Key performance indicators

Turnover increased to £15.0m (2023 £8.9m) and operating profit increased to £0.8m (2023 £0.6m) because of the transfer of business from The Revival Company (UK) Limited and increasing volumes from existing clients and new clients. Gross margins fell to 15.7% from 20.9% due to a change in the mix of work being received.

Fair review of the business

Virtus Validations is an independent surveying and validation business. 2023 was a quiet year as there were fewer storms, but 2024 was a busier year and revenues increased by 12.3% to £1m. The investment in automation and efficiencies really paid off in 2024 as a series of large storms hit the UK and Virtus Validation’s service excelled during the surge.

Key performance indicators

Revenues increased by 12.3% to £1.0m but gross margins decreased slightly from 56% in 2023 to 52% in 2024 as additional payments were made to surveyors during surge. Operating margins increased from 16% in 2023 to 18.5% in 2024 thanks to the investments in automation and systems efficiencies.

New Homes Customer Care Limited

Fair review of the business

New Homes Customer Care (NHCC) provides after care services to new house builders for new home warranties provided to new homeowners. NHCC continues to make inroads into the customer care and defect repairs market and has refocussed on achieving further customer care contracts that provide a long-term revenue stream with strong margins. As the New Homes Ombudsman becomes more active and starts to enforce the new regulations further growth is expected.

Key performance indicators

Revenues fell by 11% as the business reduced the volume of repairs outside of customer care contracts to focus on attracting new customer care contracts. Gross margin increased from 49% in 2023 to 50% in 2024 as the business re-focussed on higher margin work and customer care services. NHCC made a small loss in 2024 but since then the cost base has been reduced and a profit is expected in 2025.

The Cosmetic Repair Company (Northern) Limited

Fair review of the business

The Cosmetic Repair Company (CRC) was acquired at the end of October 2024 so the group results include only two months of CRC’s trading. CRC provides surface repairs, brick tinting and mastic application services to housebuilders, construction companies and the public. The directors have entered this market to provide extra services to existing clients and to diversify the group into new markets.

CRC’s accounting period was extended from 30th September to 31st December to be in line with the rest of the group. The directors are investing in systems and training to increase efficiencies and throughput, supporting the business to grow its proposition and revenues.

REPC Solutions Ltd

Fair review of the business

REPC Solutions Ltd owns the Cumbria and North East Revival license. REPC has provided significant support for the investment initiatives and projects for the wider Revival network by testing new innovations such as TREVOR and Scoper and providing technical support and advice.

Key performance indicators

The results for 2024 show a decrease in revenues of 28% to £0.4m, but gross margins were maintained at 32%. Profitability increased slightly as a result of efficiencies and good cost controls.

Innoflex Systems Limited

Fair review of the business

Innoflex provides Reflex 360 software and related IT services to the group and owns the mobile surveying app, Scoper. The business was profitable in 2024 and will continue to be profitable in 2025.

Key performance indicators

Revenues decreased in 2024 to £66k as Innoflex provided fewer IT project services to the other MA Group companies.

On behalf of the board

The principal activity of the group continued to be that of the management of building insurance claims on behalf of insurance companies and other related building and repairs work. The group also develop and provide software systems.

These accounts consolidate the financial statements of MAGroup Limited, MAAssist Limited, Cipher UK Property Limited, New Homes Customer Care Limited, Virtus Validations Limited, Innoflex Systems Limited, Revival Group Limited, REPC Solutions Ltd, The Revival Company (UK) Ltd, Revival Commercial Limited, The Revival Company (Oxford) Limited, The Revival Company (Gloucester) Ltd, Revival Blue Limited, from 12 September 2023 MAG Home Claims Services Limited and from 28 October 2024 The Cosmetic Repair Company (Northern) Limited.

The results for the year are set out on pages 10 to 11.

During the year interim dividends were paid amounting to £465,092 (2023: £452,127). The directors do not recommend payment of any final dividends.

The director who held office during the year and up to the date of signature of the financial statements was as follows:

The director is responsible for preparing the Annual Report 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 group and company, 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;

• 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 and company will continue in business.

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of MAGroup Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, 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 FRS 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 the parent company's affairs as at 31 December 2024 and of the group's profit for the year 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 Auditor's responsibilities for the audit of the financial statements section of our report. 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. 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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the director's responsibilities statement, 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 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 parent company or to cease operations, or has no realistic alternative but to do so.

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 auditor's 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit.

Audit procedures performed included;

• review of the financial statement disclosures to underlying supporting documentation;

• global reconciliation of turnover from claims management records;

• assessment of the related revenue accrual; and

• testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £52,700 (2023 - £760,205 profit).

MAGroup Limited (“the Company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 66 High Street, Aylesbury, HP20 1SE.

The Group consists of MAGroup Limited and its subsidiaries as set out in note 15.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

The consolidated financial statements incorporate those of MAGroup Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 31 December 2024.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures.

Investments in joint ventures are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. Where the joint venture has net liabilities, the group's share of the net liabilities of the entity is shown as a provision for liabilities as the group is liable for it's share of the losses.

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents amounts receivable for services delivered to the property insurance and house building industries. Turnover is exclusive of Value Added Tax.

The group manages property insurance claims, acting as an agent between insurance companies (and their intermediaries) and suppliers or as the principal contractor, depending on the commercial agreement with the client. MA Group raises invoices to the insurance client or policy holder on behalf of the suppliers and collects payment. MA Group pays the suppliers for works carried out to agreed payment terms regardless of whether the insurer has paid MA Assist. Management fees are invoiced to and received directly from the insurance companies. Accordingly turnover represents management fees for claims handling services and gross revenues for repair services relating to insurance claims. Invoices are raised upon fulfilment of instructions but profits are accrued equally over three months for normal jobs and over an appropriate longer period for profits on surge work resulting from natural disasters.

Franchise fees receivable are recognised at the rates set out in the franchise agreements for restoration works completed and invoiced by the franchisees within the accounting period.

Turnover also includes fees receivable for customer care services, recognised over the life of the relevant warranty period, and amounts receivable for the provision of defects and repairs services. Income from repairs services is recognised in accordance with the level of completion of works and costs incurred.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 3 - 10 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

The group 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to expenditure on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Accrued income is recognised at 100% of the amounts receivable on work completed prior to the year end but not invoiced. As such, this relies on the judgement of whether a job is complete or not.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Commissions are accrued equally over three months for normal jobs. Commission on surge work resulting from natural disasters are accrued over an appropriate longer period. In both cases the period of accrual represents an estimate of the time taken to complete and sign off a job. The estimates are based on experience over a number of years of operations.

An analysis of the group's turnover is as follows:

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

This above tax charge is recognised in the current year due to the profitability made by the group.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Loans are secured against the assets of the company and a cross guarantee with other group companies. As at 31 December 2024, the company had issued £2,000,000 of secured debentures, with repayment due by 2028. As at the reporting date, £772,282 had been drawn down under the facility.

The debentures are secured by a fixed and floating charge over the assets of the company, including:

• Freehold and leasehold land, along with all buildings, fixtures, and fittings

• All goodwill and uncalled share capital

• Book debts and other receivables

• Bank accounts and inventory

The charge is registered at Companies House under reference number 0673 2888 0004 and ranks pari passu with other secured creditors.

Interest is payable quarterly at a fixed rate of 3.22% per annum (calculated as a margin over the Bank of England base rate). The company was in full compliance with all covenants attached to the debenture agreement as at the year end

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The timing of the reversal of deferred tax assets will be dependent upon the amount of future profits.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

All classes of ordinary shares rank pari-passu.

As part of the acquisition of Cosmetic Repair Company Ltd (CRC), MAGroup entered into a contractual arrangement granting it a call option to acquire the remaining 24% of issued share capital not currently held by the Group. The option is exercisable at any time between 29 October 2025 and 28 October 2026, at a price determined by a formula linked to CRC’s EBITDA.

The Group does not currently control the timing of exercise, and the option is classified as a contingent right. As the strike price is based on future performance metrics, the option does not meet the definition of a derivative under FRS 102 Section 12 and is therefore not recognised in the financial statements. The Group continues to consolidate CRC on the basis of its majority ownership (76%) and control over operational and financial policies. Management will reassess the fair value and recognition of the option at each reporting date, and any changes will be reflected in future periods if material.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 28 October 2024, the MAGroup acquired 76% of the issued share capital of The Cosmetic Repair Company (Northern) Limited (CRC), a company engaged in cosmetic repairs and building restorations, for a total consideration of £701,541, including £135,117 of deferred consideration payable in a future period. The net cash outflow recognised in the consolidated cash flow statement was £405,996, after deducting cash and cash equivalents of £160,428 acquired with the business.

Acquisition of Magicman Holdings Limited

On 15 July 2025 MAGroup Limited acquired 90% of the issued share capital of Magicman Holdings Limited, a UK-based company specialising in cosmetic surface repairs for housebuilders and construction companies as well as surface repair and maintenance of the interiors of ships and boats.

As the acquisition was initiated after the reporting date of 31 December 2024, it is treated as a non-adjusting event in accordance with FRS 102 Section 32.

Consequently, the assets and liabilities of Magicman Holdings Limited have not been recognised in the consolidated financial statements as at 31 December 2024. The impact of this acquisition will be incorporated in the group’s financial position and performance in the next reporting period.

Acquisition of minority shares in New Homes Customer Care Limited (NHCC)

On 30 May 2025, J Bush ("JB") formally resigned from his position as a director of MAGroup Limited and director of NHCC. JB was Managing Director and a minority shareholder of NHCC from 2017 and served on the MA Group board since 2021, contributing to the group’s governance and strategic oversight. The resignation was effective on the 30 May 2025 and was amicably agreed by both parties.

On the same date MAAssist Limited completed the acquisition of JB's minority 20% shareholding in NHCC in accordance with the terms outlined in the shareholders' agreement. This event does not affect the financial position as presented in the financial statements for the year ended 31 December 2024 but is considered significant due to its strategic importance.

Although the resignation took place after the reporting date and does not affect the financial position disclosed in these financial statements, it is considered a significant non-adjusting event due to its governance implications.

Acquisition of minority shares in MAGroup Limited

On 31 July 2025 J Estebanez ("JE") and T Owen ("TO") formally resigned from their positions as a directors of MAGroup Limited and other group subsidiaries. Both were minority shareholders in MAGroup Limited and served on the MA Group board since 2008 and 2012 respectively, contributing to the group’s governance and strategic oversight. Their resignations as directors were effective on the 31 July 2025.

On 31 July 2025 MAGroup Limited completed the acquisition of JE's and TO's minority shareholdings in MAGroup Limited. This event does not affect the financial position as presented in the financial statements for the year ended 31 December 2024 but is considered significant due to its strategic importance. The acquisition will be reflected in the next reporting period.

Although the resignations took place after the reporting date and do not affect the financial position disclosed in these financial statements, it is considered a significant non-adjusting event due to its governance implications.

The company is controlled by the director, P Hayman.