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Registered number: 00925765 MARLBOROUGH FINE ART (LONDON) LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
MARLBOROUGH FINE ART (LONDON) LIMITED REGISTERED NUMBER: 00925765 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | - |  | 10,703
|  |  | - |  | 10,703
Current assets |  |  |  |  |
Stocks |  | 3,764,147 |  | 4,801,711 |
Debtors: amounts falling due within one year | 5 | 338,582 |  | 80,763 |
Cash at bank and in hand | 6 | 241,794 |  | 408,569 |
|  | 4,344,523 |  | 5,291,043 |
Creditors: amounts falling due within one year | 7 | (277,712) |  | (475,485) |
Net current assets |  |  | 4,066,811 |  | 4,815,558
Total assets less current liabilities |  |  | 4,066,811 |  | 4,826,261
Creditors: amounts falling due after more than one year | 8 |  | (3,689,785) |  | (3,445,482)
Net assets |  |  | 377,026 |  | 1,380,779
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 4,000,000 |  | 4,000,000
Profit and loss account |  |  | (3,622,974) |  | (2,619,221)
|  |  | 377,026 |  | 1,380,779
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MARLBOROUGH FINE ART (LONDON) LIMITED REGISTERED NUMBER: 00925765 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2026.
Franz Plutschow
Director
The notes on pages 3 to 11 form part of these financial statements. Page 2
MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Marborough Fine Art (London) Limited is a private company limited by shares and incorporated in England. The address of the registered office is 6 Albemarle Street, London, W1S 4BY. The principal activity of the company continued to be that of an art gallery, dealing in fine art, graphics and contemporary art. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
The company incurred a total comprehensive deficit of £1,003,753 (2024: £3,431,300). At the reporting date the company had net current assets of approximately £4.1 million, comprising stock of £3.8 million. The Directors have decided to wind down the company’s operation as notified in a press release by the Board of Trustees of Marlborough Gallery on the 4 April 2024. The Implications of this decision for the company are that the directors, in conjunction with the shareholders, will be liquidating the company in due course, and are no longer presenting exhibitions or representing artists and estates in the primary art market. As a result of this, the directors consider that the company is no longer a going concern. The liquidation of the company’s assets will be orderly and while not a going concern, all debts will be paid in full. There has been and will continue to be, appropriate support from the company’s shareholders to facilitate this. Accordingly, the directors consider it appropriate to adopt a basis other than going concern in preparing the financial statements whilst recognising the uncertainties arising from the above. A basis other than going concern includes restating assets and liabilities to their recoverable amounts on the grounds that the company is winding down its operations in advance of a liquidation. Page 3
MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest £. Transactions and balances 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Revenue
The company makes sales of pieces of art through its fine art and graphics divisions, or through auction sales. Income is recognised on a completed sales contract basis. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | Operating leases: the Company as lessee
Leases that do not transfer all the risks and reward of ownership are classified as operating leases. Rentals paid under operating leases are charged to the profit or loss on a straight line basis over the period of the lease. Page 4
MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss 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.
| 2.8 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. Contingent liabilities are not recognised. They arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date, or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow is remote. When payments are eventually made, they are charged to the provision carried in the statement of financial position.
| 2.9 | Pensions
Defined contribution pension scheme The company operates a defined contribution pension scheme for the employees that are not included within the defined benefit scheme. The pension charge represents the amounts payable by the company to the fund in respect of the year. Page 5
MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Tangible fixed assets
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. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. During the previous financial year, significant impairment losses were incurred in order to reflect the upcoming closure of the gallery and to ensure assets with no recoverable value were stated as such in the financial statements. At the reporting date, all tangible fixed assets were either fully depreciated or fully amorised. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 15-33% on cost
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 disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.11 | Stocks
Stocks are fine art pieces and graphic prints purchased for resale. Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 6
MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. 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 method.
| 2.15 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
3. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 358,329 | 776,207
| Social security costs | 33,164 | 101,799
| Pension costs | 11,022 | 27,637
|  | 402,515 | 905,643
| The average monthly number of employees, including directors, during the year was 6 (2024 - 13).
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MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | Short-term leasehold property | Fixtures and fittings | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 257,251 | 223,532 | 480,783
| At 31 December 2025 | 257,251 | 223,532 | 480,783
| Depreciation |  |  |
| At 1 January 2025 | 257,251 | 212,829 | 470,080
| Charge for the year on owned assets | - | 10,703 | 10,703
| At 31 December 2025 | 257,251 | 223,532 | 480,783
| Net book value |  |  |
| At 31 December 2025 | - | - | -
| At 31 December 2024 | - | 10,703 | 10,703
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 338,582 | 15,361
| Other debtors | - | 65,402
|  | 338,582 | 80,763
6. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 241,794 | 408,569
|  | 241,794 | 408,569
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MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 97,895 | 366,053
| Other taxation and social security | 108,647 | -
| Other creditors | - | 49,372
| Accruals | 71,170 | 60,060
|  | 277,712 | 475,485
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 3,689,785 | 3,445,482
|  | 3,689,785 | 3,445,482
| The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Repayable on maturity | 3,689,785 | 3,445,482
|  | 3,689,785 | 3,445,482
The above loans are various cash injections provided by the parent company and are repayable in full on the 9th anniversary of the issue dates. Interest accrues and is payable annually at rates between 3.85% and 4.69% . The above loans are unsecured. Page 9
MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 800,000 (2024 - 800,000) Ordinary shares of £1.00 each | 800,000 | 800,000
|  | 3,200,000 (2024 - 3,200,000) Reedemable ordinary shares of £1.00 each | 3,200,000 | 3,200,000
|  |  | 4,000,000 | 4,000,000
The company may redeem the whole or any part of the redeemable ordinary shares at any time. There is no premium payable on redemption. The redeemable ordinary shares of £1 each rank pari passu with the ordinary shares in the capital of the company in all other respects.
10. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £11,022 (2024: £27,637). Outstanding at the reporting date were amounts payable to the fund of £nil (2024: £nil).
11. | Related party transactions
| Purchases and sales from and to the entities under common control and outstanding balances at 31 December 2025 are listed below:
|  | 2025 | 2024
|  | £ | £
| Total purchases | - | 19,043
| Total sales | 164,640 | 4,521
| Due by related parties | - | -
| Due to related parties | 3,689,785 | 3,469,739
| The company's landlord was previously Scandia Holding Establishment, a company registered in Liechtenstein and under common control. During 2024 the company was charged rent of £436,500. Scandia Holding Establishment was not the landlord during 2025. An interest bearing loan facility of £3.4m (2023: £1.5m) was made available to the company by its parent during the year to assist with cash flow. Details of this can be found in note 10.
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MARLBOROUGH FINE ART (LONDON) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Controlling party
The ultimate controlling party is Marlborough International Fine Art Company Limited, registered in the Bahamas, which is owned by a partnership of trusts established in South Dakota, USA and managed by Hermes Trust Company LLC, Sioux Falls, S.D., a registered private trust company.
13. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was qualified. The qualification in the audit report was as follows: During our audit we identified that a number of stock items had been sold at amounts below cost. The company was unable to provide evidence to demonstrate whether the carrying value of stock had been assessed for impairment and the level of stock provision required, if any. We were unable to obtain sufficient appropriate audit evidence regarding the carrying value of stock by performing alternative audit procedures. As a result, we were unable to determine whether the stock balance of £3,764,147 included in the balance sheet at 31 December 2025 was free from material misstatement, or whether any adjustment to this amount was necessary. In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to Note 2.2 of the financial statements, which highlight the decision to close down the company's operations and the financial implications of this. Due to the decision to close the business, referenced in the above notes, the directors have prepared the financial statements on a basis other than going concern. The long term assets, liabilities and future commitments of the company have been adjusted to reflect the likely receipt (where lower than cost) due to, or payment due from the company on disposal or settlement on liquidation of the company. Our opinion is not modified in respect of this matter. The audit report was signed on 30 April 2026 by Ankit Shah (Senior Statutory Auditor) on behalf of Nyman Libson Paul LLP.
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