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

Turnover decreased during the year from £16.1m in 2023 to £12.8m this year; however the gross margin on sales increased from 27.6% to 40.9%. This reflects successful dealing during the year on some items which were well bought. The company recorded an EBITDA of £4.9m compared to £4.1m in 2023 and the directors are confident that the strength in the stock held together with ongoing activity to acquire new quality work will continue to drive profitability going forward.

In the wider art market the Old Master and European Old Master sector remained the smallest by size and sales volume where the major factor is the scarcity of quality works available. The US retained that largest market share for works in which the company trades with the UK second.

Overall, global sales in the sector were stable 2024 to 2023 according to the annual ArtBasel market report at 9% of works sold across the whole market.

With continuing demand for high quality works the company believes the stock it holds and has carefully restored will enable it to bring some notable pieces to market in the coming year.

STRATEGY AND FUTURE OUTLOOK

The company has retained a strong portfolio of quality works which it is confident will enable it to deliver strong results in the coming years. Stock covers paintings and old master drawings which are undergoing restoration where needed so they can be brought to the market in the best condition possible. The company is looking to source good quality pictures where it can to maintain a strong stock portfolio. Sales strategy continues to focus on targeted private sales to individuals and institutions in Europe and the United States.

The principal risks affecting the sector remain the sourcing and availability of quality works and the performance of the market in what is, overall, one of the smaller sectors in the art market as a whole. This performance can be affected by world economic pressures but it is felt that the higher end of the market in which the company operates provides a degree of protection against all but the worst scenarios. The sector has emerged from the pandemic with stronger results which provides some assurance that demand and prices are recovering in the major European and American markets.

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

The company is funded by equity, bank loans and normal business cash flows. Otherwise, the directors have considered the company's exposure to price, credit, liquidity and cash flow risks.

On behalf of the board

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 results for the year are set out on page 7.

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:

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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.

We have audited the financial statements of European Master Pictures 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 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 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. These included but were not limited to compliance with the Companies Act 2006 and Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management, inappropriate revenue recognition and the judgement surrounding the carrying value of stock.

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; 

• Reviewing minutes of meetings of those charged with governance;

• 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.

European Master Pictures Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company information page.

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 directors are pleased with the strong trading achieved in the year and post year end management accounts report continuing sales and positive EBITDAtrue. The strength of the company’ stock book provides a sound basis for future profitable trading while, at the same time, the directors continue to look to source quality new work to bring to the market. Banking facilities are agreed for a period of at least twelve months and the directors believe it is appropriate for the accounts to be prepared on the going concern basis.

Turnover comprises of works of art invoiced by the company during the year, exclusive of Value Added Tax and trade discounts. Turnover is recognised on the invoice date when works of art are despatched to the customer.

Stock is valued at the lower of cost and estimated selling price less the estimated costs to sell. This requires an estimation of stock impairment based on current market conditions and the historic experience of selling products of a similar nature.

The company 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 company's balance sheet 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.

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.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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 leases asset are consumed.

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 debt using the effective interest so that the amount charged is at a constant rate on the carrying amount. Issued costs are initially recognised as a reduction in the proceeds of the associated capital instruments.

Estimates 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 circumstances.

Key accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have 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 estimated selling price less the estimated costs to sell. This requires an estimation of stock impairment based on current market conditions and the historical experience of selling products of a similar nature. A change in market conditions may have a material impact on the estimation of the valuation.

The turnover and profit before taxation are attributable to the one principal activity of the company.

The whole of the turnover is attributable to paintings supplied, excluding VAT.

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:

The company has no employees other than directors. Wages and salaries are recharged from other group companies for work performed on behalf of the company.

Only the directors are considered to be the key management personnel.

Directors remuneration is set out in note 6.

Directors are remunerated through related parties. The directors' remuneration for the year was £Nil (2023: £Nil).

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

The total carrying amount of stocks pledged as charges was £11,088,611 (2023: £11,088,611).

Included within stock is £110,976 (2023: £110,976) of stock jointly held with other parties.

Included within other debtors are amounts owed to group companies and related parties. Amounts of £2,107,326 (2023: £Nil) due from Hazlitt Limited and £551,130 (2023: £Nil) due from Hazlitt Holland-Hibbert Limited,

Bank loans and overdrafts includes £750,000 of amounts payable in respect of loan repayments disclosed in note 14.

Included within other creditors are amounts owed to group companies and related parties. Amounts of £Nil (2023: £2,910,568) due to Hazlitt Limited, £Nil (2023: £48,870) due to Hazlitt Holland-Hibbert Limited, £92,918 (2023: £92,918) due to Arnold Wiggins & Sons Limited, £457,200 (2023: £457,200) due to Hazlitt Gooden & Fox Limited, £268,593 (2023: £206,099) due to Hazlitt Fine Art Holdings Limited, £7,264 (2023: £7,264) due to Mougins Works of Art Limited, £480,398 (2023: £480,398) due to Modern Masters Limited and £566,492 (2023: £492,254) due to Lydling Properties (St. James's) Limited.

The bank loan agreement of 15 December 2017 was further amended and restated on 1 February 2023 & 16 November 2023. Repayments of £250,000 per quarter started from 31 January 2025 with the remaining balance payable in full 5 years on 31 January 2028.

Secured Loans

The bank loans and overdraft are secured on the whole assets of the company.

Financial assets measured at amortised cost comprise cash at bank and in hand, trade debtors and amounts owed by group undertakings.

Financial assets measured at fair value through profit or loss are financial instruments.

Financial liabilities measured at amortised cost comprise trade creditors, bank loan 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:

The immediate parent company is Luberon Holdings Limited, a company incorporated in Jersey, which is controlled by Luberon Trust, a trust registered in Jersey. There is no ultimate controlling party.

During the year, the company made sales to Mougins Works of Art Ltd of £Nil (2023: £5,545,000) and purchases of £Nil (2023: £5,555,000). These entities are related by virtue of common ownership.

During the year, the company made purchases of £Nil (2023: £525,618). These entities are related by virtue of a common director, J. Morton Morris.

During the year, the company was charged rent of £294,860 (2023: £242,250) for the rental of the property which the company occupies from Lydling Properties (St. James's) Limited. These entities are related by virtue of a common director, J. Morton Morris.