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

The company continued to trade strongly in revenue streams during 2024. The performance of the company was strong, with turnover increasing significantly at £57,330,003 (2023: £56,847,500).

The Company cash balances remained robust at approximately £31 million at the year end, reflecting effective cash management and providing headroom to meet working capital requirements and planned investments

During the year, the company continued to build its inventory of artworks in line with its growth strategy. Sales were generated from both newly acquired works and existing stock. The increase in the level of inventory reflects management’s confidence in future demand.

Despite ongoing global inflationary pressures, including geopolitical uncertainty and increases in oil and gas prices that have impacted distribution and shipping costs, the Company achieved a significant increase in profit margins during the year. This improvement reflects strong financial performance, and the directors are satisfied with the Company’s results for the period.

The directors continue to explore opportunities to grow the company organically and by targeting new and developing markets. The future continues to look encouraging with interest in the gallery and its represented artists strengthening both domestically and internationally.

Management intends to expand into the Middle East market by participating in the 2026 Art Basel Art Fair in Qatar.

The directors consider the main threats to the successful implementation of the ongoing business plan to be increasing competition from within the gallery sector. The company has worked hard to minimize the potential threat from a possible slow down in certain geographical art markets and fluctuating currency exchange rates.

The trading results for the year ended 31 October 2024 and the company's financial position at the end of the year are shown in the attached financial statements.

The profit and loss account for the year shows a pre-tax profit of £7,104,784 (2023 - £6,972,684) and EBITDA of £6,140,205 (2023 - £6,043,905) due to a favourable sales mix and improved margins achieved on transactions during the year.

Current gross profit margin is 51% (2023 - 23%) of turnover. Administrative expenses excluding depreciation, currency gains/losses, provisions and directors remuneration have increased by 17.3% to £13,710,421 (2023 - £11,689,217), primarily driven by continued investment in the company’s operational infrastructure and growth activities.

The Statement of Financial Position as at 31 October 2024 shows an increase in the company's investment in stock during the year by 26% to £24,761,393 (2023 - £19,657,190), reflecting the company’s ongoing investment in artworks held for resale in line with its business model and growth strategy..

The company's key financial and other performance indicators during the year were as follows:

Given the straightforward and individual nature of the business, the company directors are of the opinion that KPI analysis is not required to achieve an understanding of the development, performance and position of the business. Rather, the directors and management consider turnover, the net cash balance, gross profit, operating profit as being sufficient indicators as to the true underlying performance and asset position of the company.

The Board is focused on the long term success of the Company and makes decisions to deliver long-term security and commercial performance. The Board considers and balances the needs of its employees, customers and other business contacts. All key decisions are scrutinised by the Board and assessed on the balance of risk, reward and overall strategy in line with the code of corporate governance.

We recognise the importance of the employees providing the service to our customers and are engaged and invested in their continual health and well-being. The Company values diversity and opportunity for our employees and aims to provide a platform for them to flourish within the company.

The company's policy is to consult and discuss with employees, through staff meetings, matters likely to affect employees' interests. Within the individual companies, there are regular briefing sessions with employees and also 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.

Business relationships

The Company has been built on solid relationships with its customers and professional advisers. Our customers are at the heart of everything we do. We use email and social platforms to update them about new offers and services and regularly review and feedback we receive to understand how we can improve their experience. The Company provides a fair service with no hidden costs or restrictive terms for customers.

We are reliant on external suppliers for a number of key specialist services such as legal, public relations and advisory. The Company believes in fair treatment of suppliers who are all paid within standard terms.

Community and environment

The Company seeks to be as efficient and environmentally friendly as it can be, with regular reviews of how this can be improved.

The Company contributes to charities and other worthy bodies who provide support in the local community. Separately, members of the Board dedicate their time and resources to good causes and employees are encouraged and supported to do the same.

Business conduct

The Company has been built on its impeccable conduct and high business standards. The Board recognise the value in maintaining these vales and the reputation which has been built on them. All employees and Board members are expected to adhere to these standards which are regularly communicated throughout the Company.

Communication, monitoring and review are key to the Company maintaining the high ethical standards and conduct expected. Risks to the business are continually monitored and communicated within the Company to promote high business standards.

Interaction between members

The Board acts in the best interests of all of its members, ensuring a consistent and impartial approach is taken, aiming for a fair outcome for all. The Board is committed to clear and frequent communications with its members.

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 an art gallery. Further details of the company's business and performance have been included in the Strategic Report.

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

Ordinary interim dividends were paid amounting to £nil (2023: £400,000). 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 company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Investments of cash surpluses are made through banks which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The directors aim to continue the principal activity of the company to be that of an art gallery for the foreseeable future.

The directors continue to explore opportunities to grow the company organically and by targeting new and developing markets. The future continues to look encouraging with interest in the gallery and its represented artists strengthening both domestically and internationally.

In the year we took the following energy efficiency actions:

UK energy use covers gas purchased and electricity across VMG offices/sites.

Total kilowatt hours used from gas and electricity bills x Emission Factor used to calculate the Associated Greenhouse gas emission (2) Tonnes C02 equivalent.

Associated Greenhouse gases have been calculated using the Greenhouse gas conversion file provided on the GOV.UK website.

The conversion rate used is for UK electricity - Total kg CO2e per unit - 0.20705, Natural gas kWh (Gross CV) - 0.18290.

The intensity ratio is based on 55 employees (2023: 56 employees) working at VMG (source - Bamboo HR People files)

Energy efficiency measures implemented during 2024 included switching off lighting when the gallery was closed, using eco‑friendly appliances, and operating heating systems on a timer basis. Despite these initiatives, there was a slight increase in energy consumption during the year, primarily due to increased operational activities and changes in employee visit rotations, which were previously fixed.

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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

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 Victoria Miro Gallery Limited (the 'company') for the year ended 31 October 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the company's ability to continue as a going concern.

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.

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.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with

governance of the entity and management.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the creative industry.

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations.

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

• we assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 of the financial statements were indicative of potential bias;

• investigated the rationale behind significant or unusual transactions.

• In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence with the company’s legal advisor.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing noncompliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

Victoria Miro Gallery Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Leman Street, London, United Kingdom, E1W 9US.

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 except for disclosure of turnover analysed by geographical market as required by Companies Act 2006 under SI 2008/410,1Sch 68 (1-5) unless this is seriously prejudicial to the interests of the company.

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.

This 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:

• Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

• 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 instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Victoria Miro Gallery Limited is a wholly owned subsidiary of Victoria Miro Gallery Group Limited, a private company limited by shares incorporated in England and Wales. The results of Victoria Miro Gallery Limited are included in the consolidated financial statements of Victoria Miro Gallery Group Limited which are available from 2 Leman Street, London, United Kingdom, E1W 9US.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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 delivery of the Artwork and full receipt of payments from customers), 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.

Research and development expenditure are written off against profits in the year in which it is incurred.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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 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 credited or charged to profit or loss.

The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. 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 company 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 company 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

Work in progress is recognised on the basis of costs and associated expenses incurred in the course of artwork under construction as at the year end.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Equity instruments issued by the company 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 company.

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 year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 income statement, 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 when the company has 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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 period are included in profit or loss.

In the application of the company’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Determining the valuation of stock as in the artwork industry, interest on an artist or artwork can change overnight, therefore creation of a provision for an artwork may not simply be determined based on the movement of the artwork. Although in the interest of prudence, the movement of stock is still considered in creating provisions, the perceived popularity of an artist and demand of their artwork also forms a significant basis of in determining this.

In determining whether there are indicators of impairment in the financial instruments of the company, factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Determining whether there are indicators of impairment of the company's fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

The dilapidations provision represents management’s best estimate of the unavoidable costs required to reinstate leasehold properties to the condition specified in the lease agreements at the end of the lease terms. Where the expected settlement of these obligations extends beyond one year, the provision is discounted to present value. The discount rate applied has been determined by reference to observable rates used by similar organisations for comparable long‑term property‑related provisions, adjusted to reflect the time value of money and risks specific to the liability. Future cash flows have been estimated in nominal terms and increased in line with forecast Retail Price Index (RPI) inflation. The resulting discount rate is therefore applied on a real basis, consistent with the inflation assumptions used. Management considers the assumptions adopted to be reasonable; however, changes in the expected timing of settlement, inflation assumptions or benchmark discount rates could result in a material revision to the provision in future periods.

The total turnover of the company for the year has been derived solely from sales of artworks in line with its principal activity.

The directors are of the opinion that the disclosure of the geographical turnover of the company would be seriously prejudicial to the company's interest. Such disclosure has therefore been omitted.

In the previous year, the company transferred part of its business, including the online platform asset, to Vortic VR Limited in exchange for £5.7m worth of equity. This transaction, which involved the sale of an internally generated brand, is considered an exceptional item as it falls outside the company’s normal course of business.

The company assessed the recoverable amount of its investment in, and loan to, a Vortic Limited using a value‑in‑use model based on discounted cash flow projections. Based on this assessment, the recoverable amount was lower than the carrying value and an impairment loss of £8,911,725 was recognised in profit or loss.

In addition, based on an updated cash flow analysis using a value‑in‑use model based on discounted cash flow projections, management identified an improvement in the recoverable amount of a separate loan, resulting in a reversal of a previously recognised impairment totalling £478,925, which was recognised in profit or loss.

The average monthly number of persons (including directors) employed by the 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:

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

Registered office addresses:

Stock is stated net of provisions of £3,915,047 (2023 - £4,032,945)

Amounts owed by group undertakings are unsecured, interest free, and receivable on demand.

Other debtors falling due within one year is stated net of an allowance of £1,903,611 (2023 - £344,185) The allowance includes provisions against related party loans as described in note 28.

Other debtors include the outstanding balance of £759,075 (2023 - £278,135) which represents the present principal sum of £759,075 (2023 - £750,000) less a provision of £Nil (2023 - £478,925) loaned to Alexandra Miro Limited, a company controlled by a family member of the director of the company. The terms of the contractual loan is interest free and unsecured.

The directors consider that the carrying amount of trade creditors approximates to their fair value.

Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.

During the year, the company recognised a provision of £5,592,430 in respect of dilapidations relating to its leasehold properties. This reflects management’s best estimate of the costs required to meet its obligations under lease agreements at the end of the relevant lease terms.

Deferred tax assets and liabilities are offset where the 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 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.

There is a single class of Ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.

During FY2023, His Majesty's Revenue & Customs (HMRC) raised an enquiry regarding the R&D claim made by the company for the financial year ending 31 October 2021 thereby creating a contingent liability for the company at the reporting date to reimburse a portion or the entirety of the balance received.

Subsequent to the year end, HMRC raised another enquiry regarding the R&D claim made by the company for the financial year ending 31 October 2022 thereby creating a contingent liability for the company to reimburse a portion or the entirety of the balance received as at the date of approval of these financial statements but not at the reporting date.

In response, the company has proactively sought professional advice, filed an appeal for both years, disclaimed the liabilities, and is actively defending against the action. At the date of approval of the financial statements, the case is still with HMRC's Solicitor's Office and Legal Services (SOLS) team for an independent review. The directors of company, following professional advice, have assessed that it is probable that the judgment in the case will be in the company's favour and have therefore not recognised a provision in these accounts in relation to the FY2021 enquiry. The potential undiscounted amount of the further payments that the company could be required to make, if there was an adverse decision, is estimated to be approximately £266,825 for FY2021 and £363,485 for FY2022. Interest continues to accrue daily until a final judgement is reached.

On 23 May 2025, the company received a letter from HMRC which closed the enquiries into FY2021 and FY2022.

Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.

There is an outstanding fixed and floating charge created in July 2013 over the assets of company, Victoria Miro Gallery Limited, in favour of the directors of the company.

The company enters into a number of operating lease arrangements. These include short‑term car leases and a property lease for the gallery premises.

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:

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

At the balance sheet date the ultimate parent company was Victoria Miro Gallery Group Limited, a company registered in England and Wales. The consolidated financial statements of Victoria Miro Gallery Group Limited can be obtained from the ultimate parent company's registered office at 2 Leman Street, London, United Kingdom, E1W 9US.

The ultimate controlling party was W P Miro and V M Miro.