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Registered number: 12805411
MAGICORANGE GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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MAGICORANGE GROUP LIMITED
REGISTERED NUMBER: 12805411
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Capital redemption reserve
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Equity attributable to owners of the parent Company
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 November 2025.
The notes on pages 5 to 21 form part of these financial statements.
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MAGICORANGE GROUP LIMITED
REGISTERED NUMBER: 12805411
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
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MAGICORANGE GROUP LIMITED
REGISTERED NUMBER: 12805411
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Debtors: amounts owed from subsidiary undertakings falling due within one year
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Creditors: amounts falling due within one year
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Creditors: amounts owed to subsidiary undertakings falling due within one year
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Capital redemption reserve
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Profit and loss account brought forward
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Profit and loss account carried forward
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MAGICORANGE GROUP LIMITED
REGISTERED NUMBER: 12805411
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 November 2025.
The notes on pages 5 to 21 form part of these financial statements.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
MagicOrange Group Limited ("the Company"), formerly MagicOrange Holdings Limited, is a private company limited by shares, incorporated in England and Wales. Its registered office is Cannon Place, 78 Cannon Street, London, EC4N 6AF. The Group's principal activity is development and sale of cost transparency systems with associated consultancy.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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:
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 Balance sheet, 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
The financial statements have been prepared on the going concern basis. In assessing the appropriateness of the going concern basis, the Directors have taken account of all relevant information covering a period of at least twelve months from the date of approval of the financial statements. The Directors consider it appropriate to continue to use the going concern assumption on the basis that the Company will have sufficient resources to enable it to meet its liabilities as they fall due.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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:
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.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
In the research phase of an internal product research development it is not possible to predict the future economic benefit which may arise and hence all expenditure on research shall be recognised as an expense when it is incurred.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss 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.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the year 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 balance sheet 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 balance sheet 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 balance sheet date.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and 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.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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3 or 6 year straight line
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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 profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 Group after the deduction of all its liabilities.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Directors make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(a) Provision for doubtful debts
The Directors review the trade debtor balance at the year end and introduce provisions where it is deemed necessary due to a customer being unlikely to pay the debt. The provision is based on discussions had with the customer and the directors' historical experience.
(b) Share-Based Payments
The Company has granted equity-settled share options to certain employees. The fair value of these options was determined using the Black-Scholes option pricing model, in accordance with FRS 102 Section 26. In determining the valuation, management has made several key judgments in applying the Black Scholes model:
i) Expected Volatility - as the company is privately held, there is no observable market data for share price volatility. Management estimated volatility based on benchmarks outlined by external companies. Management then reviewed these benchmarks along with appropriate comparators and time horizons.
ii) Expected life of options - the expected life of the options was estimated based on management's expectations of employee retention and expected exercise patterns.
iii) Risk-free interest rate - the risk-free rate was derived from UK goverment bond yields with a maturity date similar to the life of the options. Management reviewed the available rates and selected the most appropriate based on prevailing market conditions.
iv) Attrition assumption - management estimated the number of options expected to vest based on historical employee turnover and future expectations.
The Black-Scholes model assumes that options can be exercised at any time and does not account for complex vesting conditions or early exercise behaviour. Management have considered these limitations and concluded that the model remains appropriate for valuation of the scheme.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The average monthly number of employees, including the directors, during the year was as follows:
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Parent company profit for the year
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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 loss after tax of the parent Company for the year was £2,906,189 (2024 - loss £1,805,792).
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Charge for the year on owned assets
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
6.Intangible assets (continued)
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charge for the year on owned assets
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
7.Tangible fixed assets (continued)
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Charge for the year on owned assets
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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MagicOrange Australia (Pty) Ltd
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MagicOrange Technologies India Pvt Ltd
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The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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MagicOrange Australia (Pty) Ltd
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MagicOrange Technologies India Pvt Ltd
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Amounts owed by subsidiary undertakings
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Prepayments and accrued income
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Amounts owed by subsidiary undetakings falling due within one year of £2,033,960 (2024 - £1,219,721) have been shown separately on the face of the balance sheet. It is in the opinion of the directors that this is considered as an appropriate presentation for users of the accounts.
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Cash and cash equivalents
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Subsequent to the year end, the Company successfully completed an equity raise (see Note 21).
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Creditors: Amounts falling due within one year
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Amounts owed to subsidiary undertakings
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Other taxation and social security
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Amounts owed to subsidiary undetakings falling due within one year of £579,217 (2024 - £245,875) have been shown separately on the face of the balance sheet. It is in the opinion of the directors that this is considered as an appropriate presentation for users of the accounts.
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charged to profit or loss
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Charged to profit or loss
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Other temporary differences
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Tax losses carried forward
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Allotted, called up and fully paid
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1,805,697 (2024 - 1,805,697) Ordinary shares shares of £0.0001 each
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The company has offered a number of staff exit only share options.
The Black-Scholes model has been used in determining the valuation of the share option scheme. The Black-Scholes model is internationally recognised as being appropriate to value similar employee share schemes.
The total valuation over the vesting period is expected to be £1,210,310. Employees' share options have different underlying and strike prices dependent on when they were granted the options, hence the annual charge to the company can change year-on-year. During the current year, the annual charge was £202,556 (2024 - £133,744).
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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Option pricing model used
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Weighted average share price (pence)
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Number of periods to exercise (estimated years)
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Share premium account
The share premium account represents the consideration of shares issued above par value less the costs of issue of the shares.
Capital redemption reserve
The capital redemption reserve represent a non-distributable reserve into which amounts are paid following a redemption of shares.
Share options reserve
The share options reserve represents the expected future cost of the share options issued.
Profit and loss account
The profit and loss account represents cumulative distributable profits and losses net of dividends and other adjustments.
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Commitments under operating leases
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At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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MAGICORANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Related party transactions
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Under Section 33 of FRS 102, the Group has taken advantage of the exemption from the requirement to disclose transactions with the wholly owned group companies.
Included within other creditors is an amount of £Nil (2024 - £7,393) owed to a director of the company.
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The ultimate controlling party is considered to be D T Harding.
The Company is part of a group VAT registration, together with MagicOrange Limited, and as such is jointly and severally liable for the VAT liabilities of the other members of the VAT group. At the balance sheet date, the total contingent liability is £272,300 (2024 - £104,578).
On 15th April 2025, the Company issued 607,106 Seed Preferred Shares with a nominal value of £0.0001 per share and a share premium of £11.5299 per share. The total equity raised amounted to £7,000,013.
There are no other post balance sheet events to note.
The comparative figures for the year ended 31 March 2024 have been restated in order to correct the original classification of salaries of £530,505 which were wrongly included in cost of sales, when they should have been included in administrative expenses. The restatement has had no impact on the profit nor on the net assets because it is simply a presentational adjustment to reanalyse an expense between different cost codes.
The auditors' report on the financial statements for the year ended 31 March 2025 was unqualified.
The audit report was signed on 25 November 2025 by Graham Wallace (Senior statutory auditor) on behalf of Barnes Roffe Audit Limited.
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