REGISTERED NUMBER: 02720767 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Art Review Ltd.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

D Hotz

W T Ngai

Z Shao

Q Shao

D Shorten

REGISTERED OFFICE:

1-5 Honduras Street

London

EC1Y 0TH

REGISTERED NUMBER:

02720767 (England and Wales)

AUDITORS:

Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

72,716

80,463

72,716

80,463

CURRENT ASSETS

Debtors

6

182,463

232,604

Cash at bank

36,059

93,700

218,522

326,304

CREDITORS

Amounts falling due within one year

7

2,598,714

2,519,404

NET CURRENT LIABILITIES

(2,380,192

)

(2,193,100

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,307,476

)

(2,112,637

)

CREDITORS

Amounts falling due after more than one year

8

113,886

185,000

NET LIABILITIES

(2,421,362

)

(2,297,637

)

CAPITAL AND RESERVES

Called up share capital

125,667

125,667

Share premium

252,450

252,450

Other reserves

9,707,186

9,707,186

Retained earnings

(12,506,665

)

(12,382,940

)

(2,421,362

)

(2,297,637

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

Q Shao - Director

1.	STATUTORY INFORMATION

Art Review Ltd. 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Going concern

The Company had net current liabilities of £2.38 million as at the balance sheet, primarily due to an amount of £1.77 million owed to its immediate parent company, no immediate demand on the repayment is expected; furthermore the ultimate parent company has provided the financial support letter for 12 months from the date of signing financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Turnover

Revenue is measured at the fair value of the consideration received or receivable. It represents the amount receivable for goods supplied or services rendered, net of returns, discounts, rebates, and value-added taxes.

When payments are received from customers in advance of the services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, typically at the point of dispatch.

Advertising Revenue: Advertising revenue is recognised upon publication of the magazine.

Subscription Revenue: Subscription revenue is recognised in full upon invoicing.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure 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:

Computer equipment - 4 years

Fixtures fitting and equipment - 5 years

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.

No depreciation is provided when the asset is not yet available for use.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, and loans from group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest method.

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Leasing commitments - company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Intangible assets

Intangible assets (including purchased goodwill and patents) are amortised at rates calculated to write off the assets on a straight line basis over their estimated useful economic lives. Impairment of intangible assets is only reviewed where circumstances indicate that the carrying value of an asset may not be fully recoverable.

Website design and development costs

Development costs of computer software are capitalised once a detailed program design has been established and are amortised on a straight line basis to allocate the depreciable amount of the assets to their residual values over their estimated useful lives of 3 years.

Borrowing costs

All borrowing costs are recognised within interest payable and similar expenses in profit or loss in the period in which they are incurred.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - 15 ).

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

56,750

AMORTISATION

At 1 January 2024

and 31 December 2024

56,750

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

5.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

110,986

32,041

143,027

DEPRECIATION

At 1 January 2024

33,231

29,333

62,564

Charge for year

6,974

773

7,747

At 31 December 2024

40,205

30,106

70,311

NET BOOK VALUE

At 31 December 2024

70,781

1,935

72,716

At 31 December 2023

77,755

2,708

80,463

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

136,137

159,173

Other debtors

46,326

73,431

182,463

232,604

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

34,672

47,719

Amounts owed to group undertakings

1,769,287

1,563,298

Taxation and social security

37,933

37,596

Other creditors

756,822

870,791

2,598,714

2,519,404

Amounts owed to group undertakings are unsecured, have no fixed date of repayment, and are repayable on demand.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

113,886

-

Other creditors

-

185,000

113,886

185,000

Amounts owed to group undertakings are unsecured, with interest accruing at 5% per annum. Interest of £4,500 has been recognised in the profit and loss account. In 2023, the balance of other creditors comprised a loan from a company under common control, also bearing interest at 5% per annum. An interest expense of £2,197 (2024: nil) was recognised in the profit and loss account.

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

95,000

95,000

Between one and five years

240,000

288,000

In more than five years

-

47,500

335,000

430,500

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nijendra Dhungana FCCA (Senior Statutory Auditor)

for and on behalf of Shinewing Wilson Accountancy Limited

11.	RELATED PARTY DISCLOSURES

During the year, the company received income of £54,624 (2023: £46,111) from its immediate parent company. The company also secured a loan of £113,886 (2023: £143,511), incurring interest expenses of £4,500 (2023: £2,227). At the year-end, an amount of £1,883,173 (2023: £1,563,298) remained outstanding and was included in creditors.

During the year, the company secured a loan of £345,000 (2023: £185,000) from a company under common control. The associated interest expenses of £10,332 (2023: £2,197) were recognised in the profit and loss account.

During the year, the company engaged in transactions with a fellow subsidiary, generating income of £23,473 (2023: £22,768). In 2023, expenses of £2,242 (2024: nil) were incurred. A balance of £264 (2023: £264) remained outstanding and was included in trade debtors.

12.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Modern Media Co., Limited which is incorporated in the British Virgin Islands. The ultimate parent company, Meta Media Holdings Limited, is incorporated in the Cayman Islands and is listed on the Hong Kong Stock Exchange. The principal place of business is located at 7/F, Global Trade Square, No. 21 Wong Chuk Hang Road, Aberdeen, Hong Kong. The financial statements of Meta Media Holdings Limited are publicly available at https://www.metamediahldg.com/investor/3.

The ultimate controlling party is Mr. Zhong Shao, who owns 74.8% of the issued shares of Meta Media Holdings Limited.