The directors present their strategic report for the year ended 31 December 2024.

During the year, the group continued to generate a strong turnover performance, highlighting the ongoing strong demand for its art. This resulted in the group achieving a good level of profitability.

The principal risks and uncertainties facing the group relate to the supply and demand trends in its business area and maintaining its profit margins. On a general level, inflationary and other macroeconomic factors can impact on consumer demand. The group manages these risks by continuing to seek and to secure supply and develop its own brand artists on a long term basis and develop brand strength and awareness. This helps to mitigate any impact from these risks by maintaining demand for its art.

The group made a pre-tax profit of £7,700,938 (2023: £10,669,410) for the year on a turnover of £139,571,183 (2023: £140,361,600).

At 31 December 2024 the group had net assets of £67,453,132 (2023: £63,405,186).

In the opinion of the directors the Key Performance Indicators are the level of turnover generated and margin achieved.

Section 414CZA(1) of the Companies Act 2006 requires the directors to explain how they considered the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 (‘S172 (1)’) when performing their duty to promote the success of the group. When making decisions, each director ensures that they act in the way that would most likely promote the group’s success for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following matters:

(a) The likely consequences of any decision in the long term

The directors understand the business and the evolving environment in which the group operates.  There were no changes to the strategic direction of the group in the year.  The directors monitor changes in regulatory requirements to ensure the group remains compliant.

(b) The interests of the group’s employees

The directors recognise that the success of the business depends on attracting, retaining and motivating high quality employees. The directors take into account the implications of decisions which may affect their perception as a responsible employer, on determining remuneration and benefits, and on providing a healthy and safe workplace environment, where relevant.

(c) The need to foster the group's business relationships with suppliers, customers and others

The directors seek to promote strong mutually beneficial relationships with suppliers, customers and authorities. Such general principles are critical in the delivery of the group’s strategy.

(d) The impact of the group’s operations on the community and the environment

The group is committed to understanding the interests of these stakeholder groups as is relevant to the group. The directors receive information on these topics on a periodic basis to provide relevant information for specific board decisions.  The group seeks to work with suppliers of services who are certified to industry recognised standards.

(e) The desirability of the group maintaining a reputation for high standards of business conduct

The directors recognise the importance of acting in ways which promote high standards of business conduct. The board periodically reviews and approves clear operating frameworks to ensure that its high standards are maintained both within the businesses and the business relationships the group has with stakeholders.

(f) The need to act fairly as between members of the group

The directors aim to act fairly as between the group’s members when delivering the group’s strategy.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company has been that of a holding company. The principal activity of the group is exhibiting and selling paintings, prints, drawings, sculptures and other fine artwork.

The results for the year are set out on page 10.

Interim ordinary dividends were paid amounting to £1,000,000 (2023: £1,000,000). The directors do not recommend payment of a final dividend.

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

The trading companies manage cash flow on a daily basis. In addition, credit risk is managed by generally not releasing artwork until it is fully paid for.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Directors have chosen to disclose information of business relationships in the Section 172 (1) statement.

On 17 February 2025 the company repurchased 799,996 A Ordinary shares of £1 each for consideration of £5,500,000.

The group will continue to operate in its existing markets and continue to explore new opportunities in order to further strengthen its business.

Streamlined Energy & Carbon Reporting

The UK Government’s Streamlined Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. The information below represents the group's energy and associated greenhouse gas emissions from electricity and fuel in the UK from a report completed by an independent third party. The data represents the group headed by The Halcyon Fine Art Group Holdings Limited for the year ended 31 December 2024.

Electricity

• Estimated consumption = 1,772,319 kWh (2023: 1,307,456 kWh)

Gas

• Estimated consumption = 243,388 kWh (2023: 333,566 kWh)

Transport

• Estimated consumption = 1,402,714 kWh (2023: 1,278,426 kWh)

The carbon dioxide emissions under scope 1 were 345 tCO2e (2023: 328 tCO2e), carbon dioxide emissions under scope 2 were 367 tCO2e (2023: 271 tCO2e). Total carbon dioxide emissions under scopes 1 and 2 were 712 tCO2e (2023: 599 tCO2e).

Intensity ratio (Turnover/Emissions) for the period to December 2024 this was 5.22 tCO2e/£m turnover (2023: 4.27 tCO2e/£m turnover).

Financial Energy Efficiency Statement

The group is committed to increasing its energy efficiency wherever possible, including encouraging all staff to take direct responsibility to reduce electrical consumption wherever possible.

Methodology

This report is aligned with the GHG Protocol methodology. The GHG Protocol establishes comprehensive global standardised frameworks to measure and manage greenhouse gas (GHG) emissions from private and public sector operations, value chains and mitigation actions. The framework has been in use since 2001, and forms a recognised structured format, to calculate a carbon footprint.

In arriving at the data noted above, whist information was provided for most retail sites, estimations have been made to the electricity and gas where data sets were not complete. This has been calculated by extrapolation of available data or based on recent ESOS reporting. Where required, the fuel use data provided has been converted to energy (kWh) and then converted to tons of Carbon Dioxide equivalent (tCO2e) using Government published greenhouse gas conversion factors for the year 2024 (gross factors).

Emissions Reporting

The emissions reported in the following tables are calculated using government published greenhouse gas conversion factors for the UK that take account of the mix of technologies used to produce that energy. These are termed 'location based' conversion factors because they are for energy supplies located in the UK.

Market condition reporting takes account of the fact that participants may have renewable electricity supplies with a Renewable Energy Guarantee of Origin certificate (REGO) that effectively means these supplies are from sources with zero emissions.

Comparisons

The SECR data presented in these financial statements reflect a year ended 31 December 2024. The comparative period is for the year ending 31 December 2023. The following explains movements compared to the previous period;

Energy:

•    There has been a moderate increase in fuel used for transport reflecting increased usage.

•    Grid supplied electricity increased over the period, arising from greater usage in different size locations. This has been partly offset by a reduction in natural gas usage.

Emissions:

•    Scope 1 emissions increased in line with the increased mileage covered in group vehicles.

•    Scope 2 emissions only relate to electricity consumption. Emissions have increased as noted above.

Energy and emissions reduction actions since last report

The Group is currently investigating both energy saving lighting devices and voltage optimisation where relevant in its galleries and retail outlets.

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.

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are 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. They are 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.

We have audited the financial statements of Halcyon Fine Art Group Holdings 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 group and parent 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 directors' 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 directors 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 directors are 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' 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 directors' 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 directors' responsibilities statement, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the parent company or to cease operations, or have 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.

As part of our planning process:

• We enquired of management the systems and controls the group has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the group. We determined that the following were most relevant: FRS 102, Companies Act 2006 and compliance with Bond Tax regulations.

• We considered the incentives and opportunities that exist in the group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the group, together with the discussions held with the group at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular any that were significant and unusual.

• Reviewing the financial statements disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, specifically regarding stock provisions and the useful life of goodwill.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for any evidence of management bias.

• Performing a physical verification of key assets and stock items (including testing of the stock system).

• Obtaining third-party confirmation of bank and loan balances.

• Documenting and verifying all significant related party transactions.

• Testing all material consolidation adjustments.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

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 £564,118 (2023: £697,731)

Halcyon Fine Art Group Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, 143 New Bond Street, London, W1S 2TP.

The group consists of Halcyon Fine Art Group Holdings Limited and all of its subsidiaries.

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 under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instruments.

The consolidated financial statements incorporate those of Halcyon Fine Art Group Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

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.

The group achieved a healthy level of turnover and profitability during the year. Subsequently, it has continued to trade profitably and the directors are confident therefore of the group's ability to continue as a going concern for the foreseeable future. Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for artwork sold, or income derived from artwork, in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of artwork is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Where goodwill is recognised on consolidation, it is amortised over 20 years. Where goodwill relates to assigned leases, goodwill is written off in equal annual instalments by reference to their estimated useful economic life.

Goodwill is reviewed annually for impairment.

Tangible fixed assets are measured at cost net of depreciation and any impairment losses.

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

Assets in the course of construction are not depreciated until they are ready for use where they are then transferred to the appropriate category of tangible fixed asset.

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.

Investments in subsidiaries and associates 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises the initial agreed purchase price for original artwork and printing costs for limited edition prints, together with mounting and framing costs, where appropriate.

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.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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 period. 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 periods 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.

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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The group operates a defined contributions pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the year are included in profit or loss.

In the application of the group’s accounting policies, the directors are 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, involving estimates, have had the most significant effect on amounts recognised in the financial statements.

Stocks are valued at the lower of the cost and the net realisable value. Net realisable value includes, where necessary, provisions for slow moving stocks. Calculations of these provisions require judgements to be made, which include forecasting consumer demand, competitive and economic environment and stock loss trends. A net reversal charge of £6,837,211 (2023: net charge £7,328) was reflected.

The estimated useful life of goodwill is an estimate made by the directors. The directors have considered the useful life to be 20 years based on a detailed assessment of various aspects including both the group's performance, and continuing ability to attract and retain new artists.

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

The fees payable to the company's auditors and its associates for the audit of the financial statements of the group and company is approximatively £10,000 (2023: £10,000) and has been borne by a subsidiary undertaking.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 1)

The actual charge 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:

The company had no tangible assets at 31 December 2024 or 31 December 2023.

Details of associates at 31 December 2024 are as follows:

1. The registered office of United Art Limited is 60 St. Enoch Square, Level 5, Glasgow, Scotland, G1 4AG.

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

Registered office key

1. 5th Floor, 143 New Bond Street, London W1S 2TP.

2. Unit 15 Spitfire Road, Erdington, Birmingham, West Midlands, England, B24 9PR.

Bank loans and overdrafts are secured by fixed charges over the assets of the group including a chattels mortgage on certain artwork included in stock.

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.

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 F Ordinary Shares have no voting rights except at class meetings, and are entitled on sale or winding up to priority repayment plus 1% of proceeds on sums above £100,000,000.

The company entered into a cross guarantee bank facility and loan with its subsidiary companies. The bank has fixed and floating charges over both the assets of the company and those group members included within the agreement. The contingent liability in this respect amounted to £19,961,736 (2023: £19,392,612) as at 31 December 2024.

As at 31 December 2024, the company acts as guarantor to operating lease commitments on properties for subsidiary companies for future minimum lease payments of £6,492,900 (2023: £7,365,765).

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:

At 31 December 2024, the group owed £52,519,256 (2023: £41,675,344) to a related company. During the year, sales of £433,342 (2023: £1,753,651), and fees of £975,000 (2023: £930,000) were charged to the related company. Other transactions with a net credit of £12,252,254 (2023: £19,168,673) including purchases were processed with this related company.

At 31 December 2024, the group owed £304,658 (2023: £nil) to a related company. During the year, fees of £365,000 (2023: £nil) were charged to the related company. Other transactions with a net credit of £669,658 (2023: £nil) were processed with this related company.

At 31 December 2024, a shareholder of the company, owed the company £8,982,965 (2023: £8,244,756). Interest of £888,209 (2023: £802,340) was charged during the year.                        

At 31 December 2024, £25,371,247 (2023: £19,966,416) was owed to the company by directors. This mainly represents advances made. Subsequent to the year end the balance owed has reduced.

On 17 February 2025 the company repurchased 799,996 A Ordinary shares of £1 each for consideration of £5,500,000.