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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
COMPANY INFORMATION
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COLNAGHI UK LTD
CONTENTS
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COLNAGHI UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2025.
The Company has been operating since the end of 2019. Its principal activity is the sale of artwork, mostly in consignment items.
In 2025 the Company had a turnover of £47.8 million (2024: £30.0 million) with a gross profit of £6.1 million (2024: £7.8 million) with a net profit of £2.7 million (2024: £5.2 million). EBITDA was £2.8 million (2024: £5.2 million). The significant increase in turnover during the year reflects strong activity across the Company’s core art-dealing business. However, the overall gross profit margin declined, principally as a result of the mix and nature of transactions completed during the year. Operating expenses increased mostly from the impact of adverse foreign exchange movements, which resulted in foreign exchange losses compared with foreign exchange gains in 2024. The Company also continued to invest in exhibitions, events and other initiatives to maintain and strengthen the Colnaghi brand and its position within the international art market. These activities form an important part of the Company’s strategy to develop relationships with collectors and institutions and to support its long-term market presence. Principal risks and uncertainties The Company is exposed to a number of risks and uncertainties arising from the nature of its operations and the markets in which it operates. The principal risks identified by the directors are foreign exchange exposure, volatility in the art market and operational risk. Foreign exchange risk: The Company generates revenue and incurs costs across multiple currencies and is therefore exposed to fluctuations in foreign exchange rates. The directors recognise the significance of this exposure and continue to monitor currency movements and take appropriate measures to manage and mitigate foreign exchange risk. Art market risk: Changes in market conditions, collector demand and broader economic factors may affect the level of sales and the valuation of works of art. The Company seeks to mitigate this risk through diversification across different categories of art, including Old Masters, antiquities, modern works and works on paper. Operational risk: The Company is exposed to operational risks, including those arising from staffing, logistics, technology and other business interruptions. These risks are managed through ongoing staff training, contingency planning and the use of robust IT systems and operational controls.
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COLNAGHI UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company has established a strong platform from which to pursue its long-term growth strategy. The directors remain focused on expanding its client base and maintaining Colnaghi’s position within the global art market, while continuing to invest selectively in exhibitions, events, technology and its people.
In 2026 the Company has made a significant investment in the development of the website and social media presence. This initiative aims to enhance our online visibility and engage a broader audience, ultimately driving sales and brand recognition. By creating an elegant and visually appealing, user-friendly website and leveraging social media platforms, we are not only showcasing our curated collection of artworks but also building a community of art collectors and enthusiasts. This strategic investment positions us for growth and success in the competitive art industry. The directors remain confident in the Company’s prospects and believe that its established reputation, international network and specialist expertise provide a strong foundation for continued development. Financial key performance indicators The directors refer to Turnover and EBITDA as financial key performance indicators, both are reported within the business review section above. Other key performance indicators The group companies that are involved in the sale of artwork also has the following non-financial key performance indicators: Returning customers While we do not track this as a numeric KPI, the frequency and depth of repeat engagement from casual return visits to long-term patron relationships reflects the gallery’s success in fostering cultural loyalty and emotional connection with its audiences. Exhibition attendance While we do not rely solely on quantitative attendance figures to assess the success of our exhibitions, the gallery views public participation as a reflection of our evolving relationship with the community and the relevance of the themes we present. Each exhibition is curated with intentionality. Attendance patterns, including media coverage, and community responses, provide meaningful insights into how our programming resonates with diverse audiences.
This report was approved by the board and signed on its behalf.
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COLNAGHI UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £2,660,516 (2024 - £5,213,924).
No dividends were paid or declared in the year and prior year.
The directors who served during the year were:
A Rosettenstein was appointed as a director on 1 June 2026
Management's review of developments and future prospects and principal risks and uncertainties are included in the Strategic Report.
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COLNAGHI UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There have been no significant events affecting the Company since the year end.
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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COLNAGHI UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI UK LTD
We have audited the financial statements of Colnaghi UK Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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COLNAGHI UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI UK LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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.
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COLNAGHI UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI UK LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: • the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; • the nature of the Company, including its management structure and control systems (including the opportunity for management to override such controls); • management’s incentives and opportunities for fraudulent manipulation of the financial statements including the Company’s remuneration and bonus policies and performance targets; and • the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity: • laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation and distributable profits legislation; • the timing of the recognition of commercial income; • management bias in selecting accounting policies and determining estimates; • recoverability of debtors; and • the requirement to impair its stocks and the amount of any such impairment. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: • enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; • enquiries with the same concerning any actual or potential litigation or claims; • discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud; • assessment of matters reported to management and the result of the subsequent investigation; • obtaining an understanding of the relevant controls during the year; • obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year; • review documentation relating to compliance with the regulations relating to health and safety including health and safety certificates; and fire assessment reports;
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COLNAGHI UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLNAGHI UK LTD (CONTINUED)
• challenging assumptions made by management in their specific accounting policies and estimates, in
particular in relation to the carrying value of stock; • identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue; • assessing the recovery of debtors in the year since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; • reviewing the financial statements for compliance with the relevant disclosure requirements; • performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; • reviewing the correspondence with HMRC; and • evaluating the underlying business reasons for any unusual transactions. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
14th Floor
33 Cavendish Square
W1G 0PW
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COLNAGHI UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
REGISTERED NUMBER: 12101175
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 26 form part of these financial statements.
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COLNAGHI UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Colnaghi UK Ltd is a private company limited by shares, and is incorporated in England and Wales, registration number 12101175. The address of its registered office is 26 Bury Street, London, SW1Y 6AL.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows; • the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); • the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); • the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Colnaghi Holding Ltd as at 31 December 2025 and these financial statements may be obtained from 26 Bury Street, London, England, SW1Y 6AL. 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. 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'.
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Sale of artwork on a consignment basis The Company acts as a principal over the sale of artwork on a consignment basis. Sale on such basis is recognised when a final agreement has been made between both the Company and the buyer of the item. The sale agreement or invoice date would be the recognition point of sales. Sale of artwork as inventory Revenue generated from the sale of artwork from the inventory owned by the Company is recognised when the significant risks and rewards of ownership have been transferred to the customer. This is normally the sale agreement date. Sale of artwork as an intermediary The Company recognises a commission income on the sale of artwork as an intermediary upon a sale agreement between both the seller and the buyer of the item.
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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:
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.
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its new valuation. The impairment loss is recognised immediately in profit or loss. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 Balance sheet when the Company becomes
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
party to the contractual provisions of the instrument.
Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual rights to future cash flows expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. The impairment of assets including stocks in the financial statements requires Management's estimation and judgements. The assessment process of stock valuation is described in the Stocks accounting policy in note 2.11.
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
The Group, of which the Company is a member, has estimated carried forward tax losses of £1.6 million (2024: £3.2 million) available for relief against future taxable profits.
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
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 £16,777 (2024: £15,036).
Contributions totalling £2,473 (2024: £2,225) were payable to the fund at the balance sheet date and are included in creditors.
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLNAGHI UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's ultimate and immediate parent undertaking is Colnaghi Holding Ltd. The results of the Company are included within the consolidated accounts of Colnaghi Holding Ltd which are available to the public and may be obtained from 26 Bury Street, London, England, SW1Y 6AL.
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