REGISTERED NUMBER: 01001138 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ANGELA FLOWERS GALLERY LIMITED

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Other Comprehensive Income

4

Consolidated Balance Sheet

5

Company Balance Sheet

7

Consolidated Statement of Changes in Equity

9

Company Statement of Changes in Equity

10

Notes to the Consolidated Financial Statements

11

DIRECTORS:

M D Flowers

J Ulph

SECRETARY:

T Sole

REGISTERED OFFICE:

8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD

REGISTERED NUMBER:

01001138 (England and Wales)

ACCOUNTANTS:

Xeinadin London Limited

8th Floor Becket House

36 Old Jewry

London

EC2R 8DD

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of dealers in works of art.

REVIEW OF BUSINESS

The group's trading results improved compared to the previous year. The turnover increased by 14.7% from £3,752,603 in 2023 to £4,303,935 in the year, the cost of sales increased by 15.6% from £1,633,525 to £1,887,621, resulting in an decrease in gross profit margin from 56.5% to 56.1%. There was an increase in gross profit by 14.0% from £2,119,078 to £2,416,314 in the year. The group's overhead costs increased by 4.2% from £2,674,900 to £2,786,390 in the year resulting in a net loss £349,236 in the year compared with a loss of £537,221 in 2023.

The subsidiary company in Hong Kong, showed an decrease in turnover by 28.7% from £1,158,880 in 2023 to £826,105. The directors believe the Hong Kong subsidiary will increase its revenue in the future as the company continues to develop its presence in the Far East. The gallery continues to solidify its connection to the Asian art market.

Trading in North America improved compared with the previous year. The turnover increased by 50.5% in the year from £672,212 in 2023 to £1,011,618. Revenue is generated primarily from sales to US customers that have been nurtured in the last 3 decades both at the Gallery and through art fairs, alongside increasing online sales. The directors are looking at measures that might include a new but smaller physical space or viewing room, "pop up" spaces, collaborations with peer galleries and art fair participation to improve future performance.

DIVIDENDS

The directors do not recommend payment of a dividend for the year ended 31 December 2024 (2023: NIL).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

M D Flowers

J Ulph

Other changes in directors holding office are as follows:

N Taylor ceased to be a director after 31 December 2024 but prior to the date of this report.

ON BEHALF OF THE BOARD:

M D Flowers - Director

18 September 2025

TURNOVER

3

4,303,935

3,752,603

Cost of sales

1,887,621

1,633,525

GROSS PROFIT

2,416,314

2,119,078

Administrative expenses

2,647,391

2,542,335

(231,077

)

(423,257

)

Other operating income

4

10,394

378

OPERATING LOSS

6

(220,683

)

(422,879

)

Interest payable and similar expenses

7

138,999

132,565

LOSS BEFORE TAXATION

(359,682

)

(555,444

)

Tax on loss

(10,446

)

(18,223

)

LOSS FOR THE FINANCIAL YEAR

(349,236

)

(537,221

)

Loss attributable to:

Owners of the parent

(349,236

)

(537,221

)

LOSS FOR THE YEAR

(349,236

)

(537,221

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(349,236

)

(537,221

)

Total comprehensive income attributable to:

Owners of the parent

(349,236

)

(537,221

)

FIXED ASSETS

Tangible assets

9

2,195,809

2,244,152

Investments

10

-

-

2,195,809

2,244,152

CURRENT ASSETS

Stocks

11

2,396,606

2,658,241

Debtors

12

692,308

756,895

Cash at bank

315,533

246,214

3,404,447

3,661,350

CREDITORS

Amounts falling due within one year

13

2,270,781

2,162,283

NET CURRENT ASSETS

1,133,666

1,499,067

TOTAL ASSETS LESS CURRENT LIABILITIES

3,329,475

3,743,219

CREDITORS

Amounts falling due after more than one year

14

(1,568,082

)

(1,627,492

)

PROVISIONS FOR LIABILITIES

(35,317

)

(40,415

)

NET ASSETS

1,726,076

2,075,312

CAPITAL AND RESERVES

Called up share capital

1,043,093

1,043,093

Share premium

1,421,006

1,421,006

Capital reserves

1,906

1,906

Retained earnings

(739,929

)

(390,693

)

SHAREHOLDERS' FUNDS

1,726,076

2,075,312

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

(b)

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

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

M D Flowers - Director

FIXED ASSETS

Tangible assets

9

2,195,809

2,244,152

Investments

10

1

1

2,195,810

2,244,153

CURRENT ASSETS

Stocks

11

2,396,606

2,658,241

Debtors

12

722,655

811,561

Cash at bank

196,067

151,748

3,315,328

3,621,550

CREDITORS

Amounts falling due within one year

13

1,928,925

1,924,376

NET CURRENT ASSETS

1,386,403

1,697,174

TOTAL ASSETS LESS CURRENT LIABILITIES

3,582,213

3,941,327

CREDITORS

Amounts falling due after more than one year

14

(1,568,082

)

(1,627,492

)

PROVISIONS FOR LIABILITIES

(35,317

)

(40,415

)

NET ASSETS

1,978,814

2,273,420

CAPITAL AND RESERVES

Called up share capital

1,043,093

1,043,093

Share premium

1,421,006

1,421,006

Capital reserves

1,906

1,906

Retained earnings

(487,191

)

(192,585

)

SHAREHOLDERS' FUNDS

1,978,814

2,273,420

Company's loss for the financial year

(294,606

)

(350,289

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

(b)

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

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

M D Flowers - Director

Called up

share

Retained

Share

Capital

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

1,043,093

146,528

1,421,006

1,906

2,612,533

Changes in equity

Total comprehensive income

-

(537,221

)

-

-

(537,221

)

Balance at 31 December 2023

1,043,093

(390,693

)

1,421,006

1,906

2,075,312

Changes in equity

Total comprehensive income

-

(349,236

)

-

-

(349,236

)

Balance at 31 December 2024

1,043,093

(739,929

)

1,421,006

1,906

1,726,076

Called up

share

Retained

Share

Capital

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

1,043,093

157,704

1,421,006

1,906

2,623,709

Changes in equity

Total comprehensive income

-

(350,289

)

-

-

(350,289

)

Balance at 31 December 2023

1,043,093

(192,585

)

1,421,006

1,906

2,273,420

Changes in equity

Total comprehensive income

-

(294,606

)

-

-

(294,606

)

Balance at 31 December 2024

1,043,093

(487,191

)

1,421,006

1,906

1,978,814

1.	STATUTORY INFORMATION

Angela Flowers Gallery Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

BASIS OF CONSOLIDATION

The group financial statements consolidate the financial statements of the Company and its subsidiaries for the year.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing these financial statements, the directors have had to make the following judgements:

Determine whether leases entered into by the group as a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

Determine whether there are indications of impairment of the group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Tangible fixed assets (see note 9)

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

TANGIBLE FIXED ASSETS

Tangible fixed assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:-

Freehold property

- 2% p.a. on cost of building. No depreciation is provided on the cost of freehold land.

Long leasehold property

- 2% p.a. on cost of building. No depreciation is provided on the cost of leasehold land.

Short leasehold property

- in equal annual amounts over the term of the lease

Improvements to property

- over the period of lease

Furniture, fittings and equipment

- 25% p.a. on reducing balance

Motor vehicles

- 25% p.a. on cost

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Net realisable value is arrived at by comparing cost against amount at which artwork could be sold.

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise cash, short term deposits and trade creditors that arise directly from its operation. The main purpose of these financial instruments is to fund the group's operation as well as working capital, liquidity and invest surplus funds.

A financial asset or a financial liability is recognised only when the group becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost. Where contractual obligations of financial instruments are equivalent similar to debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

TAXATION

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

FOREIGN CURRENCIES

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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The group makes contributions to Personal Pension Policies for two Directors and operates a defined contribution pension scheme for other employees. Payments in respect of the pension plans are charged to profit and loss account in the period in which they are paid. The assets of the scheme are held separately from those of the group in an independently administered fund.

OPERATING LEASES

Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged to the profit and loss account on a straight line basis over the lease terms.

3.

TURNOVER

Turnover represents the value, excluding value added tax, of goods and services supplied during the year. Revenue is recognised on the delivery of artwork to the customers. The Group engages in only one class of business, and the turnover arose from sales by the United Kingdom, United States of America and Hong Kong galleries and sales through Art Fairs, in the United Kingdom, Europe, United States of America and Hong Kong.

4.	OTHER OPERATING INCOME

2024

2023

£

£

Sundry receipts

10,394

378

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,231,156

1,255,328

Social security costs

115,287

116,027

Other pension costs

25,917

25,794

1,372,360

1,397,149

The average number of employees during the year was as follows:

2024

2023

Selling and administration

21

21

The average number of employees by undertakings that were proportionately consolidated during the year was 21 (2023 - 21 ) .

6.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Depreciation - owned assets

45,159

60,208

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

136,588

130,059

Other interest

1,998

2,093

Hire purchase interest

413

413

138,999

132,565

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.	TANGIBLE FIXED ASSETS

Group

Short

leasehold

Long

Fixtures,

property

leasehold

fittings

and

and

and

Motor

improvements

improvements

equipment

vehicles

Totals

£

£

£

£

£

COST

At 1 January 2024

and 31 December 2024

377,210

2,710,264

286,428

73,069

3,446,971

DEPRECIATION

At 1 January 2024

360,042

555,326

227,118

60,333

1,202,819

Charge for year

2,575

27,756

14,828

3,184

48,343

At 31 December 2024

362,617

583,082

241,946

63,517

1,251,162

NET BOOK VALUE

At 31 December 2024

14,593

2,127,182

44,482

9,552

2,195,809

At 31 December 2023

17,168

2,154,938

59,310

12,736

2,244,152

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 January 2024

and 31 December 2024

20,377

DEPRECIATION

At 1 January 2024

7,641

Charge for year

3,184

At 31 December 2024

10,825

NET BOOK VALUE

At 31 December 2024

9,552

At 31 December 2023

12,736

Company

Short

leasehold

Long

Fixtures,

property

leasehold

fittings

and

and

and

Motor

improvements

improvements

equipment

vehicles

Totals

£

£

£

£

£

COST

At 1 January 2024

and 31 December 2024

328,632

2,710,264

286,428

73,069

3,398,393

DEPRECIATION

At 1 January 2024

311,464

555,326

227,118

60,333

1,154,241

Charge for year

2,575

27,756

14,828

3,184

48,343

At 31 December 2024

314,039

583,082

241,946

63,517

1,202,584

NET BOOK VALUE

At 31 December 2024

14,593

2,127,182

44,482

9,552

2,195,809

At 31 December 2023

17,168

2,154,938

59,310

12,736

2,244,152