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Registered number: 06594594
Masterpiece London Limited
Directors' Report and
Unaudited Financial Statements
For The Year Ended 31 December 2023
Andrew Lillingston Limited
13 Hurlingham Studios
Ranelagh Gardens
London
SW6 3PA
Contents
Page
Company Information 1
Directors' Report 2
Accountants' Report 3
Profit and Loss Account 4
Balance Sheet 5—6
Notes to the Financial Statements 7—10
Page 1
Company Information
Directors Mr Florian Faber
Mrs Lucie Kitchener
Company Number 06594594
Registered Office 13 Hurlingham Studios
Ranelagh Gardens
London
SW6 3PA
Accountants Andrew Lillingston Limited
13 Hurlingham Studios
Ranelagh Gardens
London
SW6 3PA
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Directors' Report
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors
The directors who held office during the year were as follows:
Mr Florian Faber
Mrs Lucie Kitchener
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Small Company Rules
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
On behalf of the board
Mrs Lucie Kitchener
Director
26/09/2024
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Accountants' Report
Chartered Accountants' report to the directors on the preparation of the unaudited statutory accounts of Masterpiece London Limited for the year ended 31 December 2023
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Masterpiece London Limited for the year ended 31 December 2023 which comprise the Profit and Loss Account, the Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given to us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at http://www.icaew.com/en/membership/regulations-standards-and-guidance.
This report is made solely to the directors of Masterpiece London Limited , as a body, in accordance with the terms of our engagement letter dated 19 September 2024. Our work has been undertaken solely to prepare for your approval the accounts of Masterpiece London Limited and state those matters that we have agreed to state to the directors of Masterpiece London Limited , as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Masterpiece London Limited and its directors, as a body, for our work or for this report.
It is your duty to ensure that Masterpiece London Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit or loss of Masterpiece London Limited . You consider that Masterpiece London Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit of the accounts of Masterpiece London Limited . For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.
Signed
26/09/2024
Andrew Lillingston Limited
13 Hurlingham Studios
Ranelagh Gardens
London
SW6 3PA
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Profit and Loss Account
2023 2022
Notes £ £
TURNOVER 640 5,920,254
Cost of sales (34,027 ) (5,760,211 )
GROSS (LOSS)/PROFIT (33,387 ) 160,043
Administrative expenses 2,171,717 (2,224,030 )
OPERATING PROFIT/(LOSS) 2,138,330 (2,063,987 )
Loss on disposal of fixed assets (8,124 ) (663 )
Other interest receivable and similar income 13 2
Interest payable and similar charges (38,426 ) (32,104 )
PROFIT/(LOSS) BEFORE TAXATION 2,091,793 (2,096,752 )
Tax on Profit/(loss) - (118,550 )
PROFIT/(LOSS) AFTER TAXATION BEING PROFIT/(LOSS) FOR THE FINANCIAL YEAR 2,091,793 (2,215,302 )
The notes on pages 7 to 10 form part of these financial statements.
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Balance Sheet
2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 4 2,993 5,850
Tangible Assets 5 - 8,125
2,993 13,975
CURRENT ASSETS
Debtors 7 5,161 200,858
Cash at bank and in hand 114,394 701,098
119,555 901,956
Creditors: Amounts Falling Due Within One Year 8 (44,724 ) (1,114,900 )
NET CURRENT ASSETS (LIABILITIES) 74,831 (212,944 )
TOTAL ASSETS LESS CURRENT LIABILITIES 77,824 (198,969 )
Creditors: Amounts Falling Due After More Than One Year 9 (835,000 ) (2,650,000 )
NET LIABILITIES (757,176 ) (2,848,969 )
CAPITAL AND RESERVES
Called up share capital 10 18,750 18,750
Capital redemption reserve 7,565 7,565
Profit and Loss Account (783,491 ) (2,875,284 )
SHAREHOLDERS' FUNDS (757,176) (2,848,969)
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For the year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
On behalf of the board
Mrs Lucie Kitchener
Director
26/09/2024
The notes on pages 7 to 10 form part of these financial statements.
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Notes to the Financial Statements
1. General Information
Masterpiece London Limited is a private company, limited by shares, incorporated in England & Wales, registered number 06594594 . The registered office is 13 Hurlingham Studios, Ranelagh Gardens, London, SW6 3PA.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Going Concern Disclosure
As at 31 December 2023 the company had net liabilities of £757,176 (2022 £2,848,969). The profit for the year ended 31 December 2023 was £2,091,793 but this was the result of group companies waiving loans to the company of £2,650,000.The Company’s primary purpose remains the creation of events within the art space, with a current strategic focus on utilising the Masterpiece brand IP to develop future events. In addition, the company employs strategy and communications experts who provide consultancy services to other businesses within the Group. The parent company has confirmed its ongoing support to Masterpiece London Ltd. Accordingly, the Directors are satisfied that it is appropriate to continue preparing these financial statements on the going concern basis.
2.3. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.4. Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are Trademarks. It is amortised to Profit and Loss Account over its estimated economic life of ten years.
2.5. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Plant & Machinery - 20% straight line
Fixtures & Fittings - 20% straight line
2.6. Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
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2.7. Taxation
Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 3 (2022: 11)
3 11
4. Intangible Assets
Other
£
Cost
As at 1 January 2023 42,041
As at 31 December 2023 42,041
Amortisation
As at 1 January 2023 36,191
Provided during the period 2,857
As at 31 December 2023 39,048
Net Book Value
As at 31 December 2023 2,993
As at 1 January 2023 5,850
5. Tangible Assets
Fixtures & Fittings
£
Cost
As at 1 January 2023 62,409
Disposals (22,301 )
As at 31 December 2023 40,108
...CONTINUED
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Depreciation
As at 1 January 2023 54,284
Disposals (14,176 )
As at 31 December 2023 40,108
Net Book Value
As at 31 December 2023 -
As at 1 January 2023 8,125
6. Investments
The company owns 100% of the ordinary share capital of its subsidiary Masterpiece Asia Ltd (2022: 100%).  The company holds 1 HKD share or £0.10.  Masterpiece Asia Ltd is incorporated and registered in Hong Kong.  The address of the registered office of Masterpiece Asia Ltd is 14F One Taikoo Place, 979 Kings Road, Quarry Bay, Hong Kong.
7. Debtors
2023 2022
£ £
Due within one year
Prepayments and accrued income 4,273 49,235
Other debtors - 77,121
Corporation tax recoverable assets - 74,502
VAT 888 -
5,161 200,858
8. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Trade creditors 44,589 1,114,900
Other taxes and social security 135 -
44,724 1,114,900
9. Creditors: Amounts Falling Due After More Than One Year
2023 2022
£ £
Amounts owed to group undertakings 835,000 2,650,000
The loan to group undertakings consisted of a loan of £835,000 from MCH Swiss Exhibition (Basel) Ltd.
10. Share Capital
2023 2022
£ £
Allotted, Called up and fully paid 18,750 18,750
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11. Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
2023 2022
£ £
Not later than one year - 25,116
- 25,116
Masterpiece London Limited was subject to two operating leases.  The company cancelled these in the prior year in line with the relevant break clauses set out in those leases.
12. Related Party Transactions
Stabilo NV & H Van der Hoorn
During the prior year the company purchased goods/services totalling £2,144,346 (2023: £Nil) from Stabilo NV & H Van der Hoorn a former shareholder of the company and H Van der Hoorn being a shareholder of Stabilo NV.
Ronald Phillips Limited
During the prior year the company made sales totalling £60,072 (2023: £Nil) to Ronald Phillips Limited. Simon Phillips, a director and shareholder of Ronald Phillips Limited was a prior director and shareholder of the company. The outstanding owing to Ronald Phillips Limited at 31 December 2023 was £nil (2022: £7,632).
Kennedy Dundas Limited
During the prior year the company made purchases totalling £50,000 (2023: £nil) from Kennedy Dundas Limited, a company under common directorship of Lucie Kitchener.
Masterpiece Asia Limited
During the year the company made purchases totalling £9,128 (2022: £10,579) for Masterpiece Asia Limited, the company's subsidiary.
MCH Swiss Exhibition (Basel) Ltd
During the year the company received £835,000 (2022: £2,000,000) capital loan from MCH Swiss Exhibition (Basel) Ltd the company's parent company.  On 27 February 2023  £2,000,000 of loan balances between the company and MCH Swiss Exhibition (Basel) Limited were waived as non-refundable and gratuitous contributions to the capital of the company without the issuance of any shares or any rights in the company in exchange.
During the year, loan interest of £32,331 was charged by MCH Swiss Exhibition (Basel) Ltd. This is recorded within trade creditors. As at 31 December 2023 the company owed MCH Swiss Exhibition (Basel) Ltd £867,331 (2022: £2,000,000).
MCH Group AG
During the year, the company received an amount totalling £0 (2022: £350,000) from MCH Group AG, the owner of MCH Swiss Exhibition (Basel) Ltd.  In the year the company made interest payments totalling £0 (2022: £13,656) to MCH Group AG.
On 27 February 2023 loans totalling £650,000 between the company and MCH Group AG were waived as non-refundable and gratuitous contributions to the capital of the company without the issuance of any shares or rights in the company in exchange.
As at 31 December 2023 the company owed MCH Group AG £0 (2022: £650,000).
13. Controlling Party
The immediate parent undertaking is MCH Swiss Exhibition (Basel) Ltd, a company incorporated in Switzerland, which at the year end holds 100% of the shares of the company.
The ultimate parent undertaking is MCG Group AG.  The smallest and largest group to prepare consolidated financial statements is MCH Swiss Exhibition (Basel) Ltd and MCH Group AG respectively. Copies of the MCH Swiss Exhibition (Basel) Ltd and MCH Group AG consolidated financial statements can be obtained from the Company Secretary at 1 Messeplatz, 4058 Basel, Switzerland.
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