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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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COLNAGHI HOLDING LTD
COMPANY INFORMATION
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COLNAGHI HOLDING LTD
CONTENTS
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COLNAGHI HOLDING LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the group together with the audited financial statements for the year ended 31 December 2024.
At Colnaghi, our mission is to connect discerning collectors and world-class institutions with exceptional old masters and works on paper through public exhibitions, private sales, and digital platforms. With a global presence and a commitment to honesty, trust, and integrity, we uphold centuries of gallery expertise as the world’s reference destination for old masters. We strive to blend our strong foundations with modern practices and technology to enhance the client experience, and acknowledge our corporate social responsibility to heritage by ensuring the preservation and appreciation of important historical works of art. Colnaghi's insurance brokerage had a slow start but it's steadily growing.
In 2024 the Group had a turnover of £31.7 million (2023: £27.5 million) with a gross profit of £8.9 million (2023: £4.8 million) and a net profit of £3.6 million (2023: net loss of £0.9 million). Regarding its core activity as an art dealer, there was significant growth compared to 2023 both in terms of turnover, and in terms of profit margin. Operating expenses increased slightly due mostly to inflation.
Revenue streams are diversified across multiple currencies, exposing the Company to fluctuations in exchange rates. Recognising the significance of the exposure, the Company took proactive measures to mitigate the FX risk by matching inflows and outflows wherever possible.
Market volatility and economic risks has always been a risk due to shifts in the art market affecting as well as the luxury and exclusive nature of the business. The Company maintains strong relationships with clients who are less affected. Operational risk in the form of staffing and logistical failures are mitigated by continuous staff training, contingency planning, and robust IT systems. Liquidity risk due to high value inventory that is slower to sell, but established credit lines and a rolling cash flow forecast help to mitigate this risk. Future developments The first profitable year marks a pivotal moment in the Company’s journey. With a solid foundation, clear strategic direction, and a committed team, the Company is poised to accelerate growth and deepen its market impact. In January 2025, the Group incorporated Colnaghi Belgium BV, a 100% subsidiary undertaking registered in Belgium, recognising an art gallery in Belgium further expanding our global presence. 2025 is forecast to be another profitable year as we have already achieved some good income prospects.
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COLNAGHI HOLDING LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The group companies that are involved in the sale of art work also has the following non-financial key performance indicators:
Returning customers While we do not track this as a numeric KPI, the frequency and depth of repeat engagement from casual return visits to long-term patron relationships reflects the gallery’s success in fostering cultural loyalty and emotional connection with its audiences. Exhibition attendance While we do not rely solely on quantitative attendance figures to assess the success of our exhibitions, the gallery views public participation as a reflection of our evolving relationship with the community and the relevance of the themes we present. Each exhibition is curated with intentionality. Attendance patterns, including media coverage, and community responses, provide meaningful insights into how our programming resonates with diverse audiences.
This report was approved by the board and signed on its behalf.
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COLNAGHI HOLDING LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
A subsidiary undertaking of the Group acts as an insurance broker and also as an introducer for insurance brokers. The subsidiary is FCA registered.
The profit for the year, after taxation and minority interests, amounted to £3,624,748 (2023 - loss £911,603).
No dividend was paid by the Group during the year and in the prior year.
The Directors who served during the year were:
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COLNAGHI HOLDING LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Management's review of developments and future prospects and principal risks and uncertainties are included in the Strategic Report.
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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COLNAGHI HOLDING LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI HOLDING LTD
We have audited the financial statements of Colnaghi Holding Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or the 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.
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COLNAGHI HOLDING LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI HOLDING LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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COLNAGHI HOLDING LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI HOLDING LTD (CONTINUED)
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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: • the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; • the nature of the Group, including its management structure and control systems (including the opportunity for management to override such controls); • management’s incentives and opportunities for fraudulent manipulation of the financial statements including the Group’s remuneration and bonus policies and performance targets; and • the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity: • laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation, distributable profits legislation, and Financial Conduct Authority ("FCA") rules; • the timing of the recognition of commercial income; • management bias in selecting accounting policies and determining estimates; • recoverability of debtors; and • the requirement to impair its stocks and the amount of any such impairment. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: • enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; • enquiries with the same concerning any actual or potential litigation or claims; • discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud; • assessment of matters reported to management and the result of the subsequent investigation; • obtaining an understanding of the relevant controls during the year; • obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year; • review documentation relating to compliance with the regulations relating to health and safety including
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COLNAGHI HOLDING LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI HOLDING LTD (CONTINUED)
health and safety certificates; and fire assessment reports; and the correspondence with the Financial
Conduct Authority ("FCA"); • challenging assumptions made by management in their specific accounting policies and estimates, in particular the valuation of intangible assets and heritage assets; and the carrying value of stock; • identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue; • assessing the recovery of debtors in the year since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; • reviewing the financial statements for compliance with the relevant disclosure requirements; • performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; • reviewing the correspondence with HMRC; and • evaluating the underlying business reasons for any unusual transactions. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
14th Floor
33 Cavendish Square
W1G 0PW
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COLNAGHI HOLDING LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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COLNAGHI HOLDING LTD
REGISTERED NUMBER: 12098668
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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COLNAGHI HOLDING LTD
REGISTERED NUMBER: 12098668
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 44 form part of these financial statements.
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COLNAGHI HOLDING LTD
REGISTERED NUMBER: 12098668
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax of the parent company for the period was £1,474,374 (2023: £1,177,819).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 44 form part of these financial statements.
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