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

The company continued to be one of the leading specialists in Modern and Contemporary British art, showcasing work at prestigious art fairs worldwide and at its London gallery. The company remains synonymous with putting on high quality exhibitions which attract wide interest and continues to represent a number of artists’ estates.

The art market overall continued to have another challenging year and sales decreased by £9.5m to £9.1m; however the gross margin remained consistent at 19.1% (2023:19.8%). Operating profit before exceptional items was £240K (2023: £2.4m) and the loss before tax was £3.3m (2023: £1.2m).

As noted above the art market overall has experienced another challenging year with ongoing political and economic uncertainties weighing on demand. Demand for quality work in the modern and contemporary sector (including post-war works from established names) remains strong but there is pressure on price and sales are taking longer to conclude.

Overall the sector remains the largest in the fine art market representing 52% of the value of global sales according to the 2025 UBS Art Basel market report. However values in 2024 rose at the lowest point since 2010. The UK remains the third largest market behind America and China but the sales rebound seen after the pandemic has ended with declines seen in both 2023 and 2024.

Inflation continues to be a factor and this adds to business pressure and decisions over which international art fairs to attend in a global market where the importance of being seen and showcasing work has to be balanced against increasing costs in stands at fairs, shipping and insurance.

Notwithstanding these pressures the post war and contemporary art sector continues to be the largest and most dynamic in the global market where the UK remains a vital hub. Meeting the demand for quality work remains a business risk which the directors monitor closely.

The directors do not consider that, in the context of the art market, there are any consistent key performance indicators which would be truly indicative of the company's underlying performance.

The company is funded by equity and normal operating cash flow and has no external debt. The directors have considered the company’s exposure to price, foreign exchange, liquidity and cash flow risks.

The company continues to look for trading opportunities in its main twentieth century and contemporary markets and is continuing to show case work at its gallery while looking for potential acquisitions for improve stock. Attendance at selective art fairs in the UK, Europe and America will continue as part of the company’s strategy to maintain presence in the market. Notwithstanding the current challenges in the global market the directors anticipate that profitability will be maintained in the coming year.

On behalf of the board

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 company and of the profit or loss of the company 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; and

• 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 present their annual report and financial statements for the year ended 31 October 2024.

The principal activity of the company continued to be that of fine art dealers.

The loss for the period, after taxation, amounted to £75,375 (2023: £776,913 ).

No ordinary dividends were paid. 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:

Both future development and financial risk management and exposure have been included in the Strategic Report instead of Directors' Report under S414C(11).

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 company’s auditor 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 company’s auditor is aware of that information.

We have audited the financial statements of Hazlitt Holland-Hibbert Limited (the 'company') for the year ended 31 October 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 company's affairs as at 31 October 2024 and of its loss 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 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 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 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 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Hazlitt Holland-Hibbert Limited is a private company limited by shares incorporated in England and Wales. The registered office is 38 Bury Street, London, United Kingdom, SW1Y 6BB.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).

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 directors are of the opinion that given the positive tradingtrue result for the period, profitability since the year end and the high value of the Company's stock which provides a secure basis for future trade, the financial statements have been prepared on a going concern basis.

Turnover comprises the invoiced value of works of art and commissions charged for advice supplied by the company, exclusive of Value Added Tax. Invoices are raised upon despatch of the works of art or provision of the service to the customer.

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

Stocks are stated at the lower of cost and directors' estimation of net realisable value after making due allowance for obsolete and slow-moving stock.

Where stock is jointly held with other parties we only recognise the proportion of stock we hold.

The Company's financial assets comprise basic financial instruments, being trade and other receivables and cash and bank balances.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of no more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months or less from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Trade and other receivables are measured at transaction price less any impairment. Any impairment loss is recognised in the Statement of Comprehensive Income.

The impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets are derecognised when contractual rights to the cash flows from the financial asset expire or are settled, or when substantially all the risks and rewards of ownership have been transferred.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

The Company's financial liabilities comprise basic financial liabilities, being trade and other payables, loans from banks and accruals. Short term creditors are initially recognised at transaction price and are subsequently measured at amortised cost. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non current liabilities.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The fair value gain or loss on foreign currency forward contracts is recognised in the Statement of Comprehensive Income. The carrying value of the assets and liabilities of the relevant contracts is determined by using the forward rate at the contract end date.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The charge for current tax is based on the result for the year adjusted for disallowable items. It is calculated using the tax rates that have been enacted or substantially enacted by the reporting date.

Deferred tax is provided in full on timing differences which result in an obligation at the reporting period end to pay more tax, or a right to pay less tax, at a future date, at rates that are expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in the taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely that not that they will be recovered.

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

The functional currency is determined to be pound sterling.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when they are paid. Final equity dividends are recognised when approved by the shareholders at the annual general meeting.

Estimate and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstance.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimate and assumption that has a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are: -

Stock valuation - Stock is valued at the lower of cost and directors' estimation of net realisable value after making due allowance for obsolete and slow-moving stock. This requires an assessment of any stock impairment required based on current market conditions and the historical experience of selling works of a similar nature. A change in market conditions may have a material impact on the estimation of the valuation.

A provision was made in the prior year to align a number of works to an agreed post year end sale amount.

The Company has made sales worldwide during the year however turnover has not been split between these markets as, in the opinions of the directors, the markets do not differ substantially.

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

Their aggregate remuneration comprised:

There are no individuals other than the directors who are considered to be key management personnel. Directors are remunerated as detailed in Note 7.

The number of directors for whom retirement benefits are accruing under defined benefit schemes amounted to 1 (2023 - 1).

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Total carrying amount of inventories pledged as charges was £1,248,979 (2023: £1,653,979).

Included within stock is £894,717 (2023: £1,218,431) of stock jointly held with other parties.

Included within other debtors are amounts owed by group companies and related parties totalling £7,420,130 (2023: £2,198,183).

Included within other creditors and accruals are amounts owed to group companies and related parties totalling £845,573 (2023: £275,024) and £1,422,469 (2023: £654,170) respectively.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

All shares rank in pari passu in all aspects.

Financial assets that are debt instruments measured at amortised cost comprise trade debtors, unpaid share capital and other debtors.

Financial liabilities measured at amortised cost comprise trade creditors, accruals and other creditors.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the year end, the company was owed £6,600,151 (2023: £1,391,291) from Hazlitt Limited. This balance arose as a result of financing transactions. This entity is related by virtue of a common director J. Morton Morris.

At the year end, the company owed £60,594 (2023: £61,933) to Hazlitt Fine Art Holdings Limited. This balance arose as a result of financing transactions. There was a salary recharge in the year for £62,494 (2023: £63,033). This entity is related by virtue of a common director J. Morton Morris.

At the year end, the company was owed £593,665 (2023: £396,665) from Modern Masters Limited. This balance arose as a result of financing transactions.

At the year end, the company owed £551,130 (2023: was owed £48,870) to European Master Pictures Limited. This balance arose as a result of financing transactions. This entity is related by virtue of a common director J. Morton Morris.

At the year end, the company was owed £226,313 (2023: £299,424) from Bury Street Modern Art Limited. This balance arose as a result of financing transactions. This entity is related by virtue of a common director J. Morton Morris.

During the year, the company paid £205,660 (2023: £151,475) of rent in respect of properties to Lydling Properties (St. James's) Limited. This entity is related by virtue of a common director J. Morton Morris. At the year end, £203,097 (2023: £41,659) was owed from Lydling Properties (St. James's) Limited. This balance arose as a result of financing transactions.

At the year end, the company owed £225,425 (2023: £225,425) to Hazlitt Gooden & Fox Limited. This balance arose as a result of financing transactions. This entity is related by virtue of a common director J. Morton Morris.

At the year end, the company owed £8,424 (2023: £25,024) to Arnold Wiggins & Sons Limited. This balance arose as a result of financing transactions. This entity is related by virtue of a common director J. Morton Morris.

At the year end, the company owed £466,192 (2023: £155,565) to the director James Holland-Hibbert.

At the year end, the company owed £23,180 (2023: £23,180) to a director, J. Morton Morris.

A final dividend of £nil (2023: £500,000) was recognised at the year end. The amounts of the previous years dividend remain unpaid. As a result, £250,000 was owed to Sydney Holdings Limited and £250,000 was owed to Luberon Holdings Limited (Jersey) at the year end in respect of this dividend.

There is no ultimate controlling party.