REGISTERED NUMBER: 08606915 (England and Wales)

RUTHIN CASTLE ESTATES LTD

REPORT OF THE DIRECTOR AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 DECEMBER 2024

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTOR:

Ms N Rabani

REGISTERED OFFICE:

Ruthin Castle

Castle Street

Ruthin

DENBIGHSHIRE

LL15 2NU

REGISTERED NUMBER:

08606915 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

Statutory Auditor, Chartered Accountants

Sidings House, Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

The director presents her report with the financial statements of the company for the year ended 30 December 2024.

DIRECTOR

Ms N Rabani held office during the whole of the period from 31 December 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Ms N Rabani - Director

24 December 2025

Opinion

We have audited the financial statements of Ruthin Castle Estates Ltd (the 'company') for the year ended 30 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet and Notes to the Financial Statements, 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 our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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.

Material uncertainty relating to going concern

We draw attention to Note 2 in the financial statements, which indicates that as at 30 December 2024 the company's current liabilities exceeded its current assets by £609,208.

As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to the preparation of statutory accounts and corporation tax legislation and we considered the extent to which non-compliance might have a material effect on the financial statements. As part of this assessment we considered both quantitative and qualitative factors. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and FRS 102.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements which included the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries, omitting, advancing or delaying recognition of events and transactions that have occurred during or after the reporting period, and potential management bias in the determination of accounting estimates or judgements to manipulate results.

Audit procedures performed by the engagement team include:

- Enquiring of and obtaining written representation from management in relation to known or suspected instances of non-compliance with laws and regulations and fraud;

- Evaluation of management's controls designed to prevent and detect irregularities;

- Identifying and, where relevant, testing journal entries posted by senior management or with unusual combinations;

- Assessing and evaluating the business rationale of significant transactions outside the normal course of business;

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

- Incorporating elements of unpredictability into the nature, timing and/or extent of audit procedures performed.

- Review of board meeting minutes and meetings of those charged with governance

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Andrew Cribb FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Statutory Auditor, Chartered Accountants

Sidings House, Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

24 December 2025

TURNOVER

-

-

Administrative expenses

81,592

81,592

OPERATING LOSS and

LOSS BEFORE TAXATION

(81,592

)

(81,592

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(81,592

)

(81,592

)

LOSS FOR THE YEAR

(81,592

)

(81,592

)

OTHER COMPREHENSIVE INCOME

Release of deferred tax on revaluation

18,015

18,015

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

18,015

18,015

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(63,577

)

(63,577

)

FIXED ASSETS

Tangible assets

5

4,035,563

4,117,155

Investments

6

1

1

4,035,564

4,117,156

CURRENT ASSETS

Debtors

7

607,107

607,107

CREDITORS

Amounts falling due within one year

8

1,216,315

1,216,315

NET CURRENT LIABILITIES

(609,208

)

(609,208

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,426,356

3,507,948

PROVISIONS FOR LIABILITIES

864,730

882,745

NET ASSETS

2,561,626

2,625,203

CAPITAL AND RESERVES

Called up share capital

200

200

Revaluation reserve

9

2,594,188

2,648,234

Retained earnings

(32,762

)

(23,231

)

2,561,626

2,625,203

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 24 December 2025 and were signed by:

Ms N Rabani - Director

1.	STATUTORY INFORMATION

Ruthin Castle Estates Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

As at 30 December 2024, the company had net current liabilities of £609,208.

The Company is party to a composite loan in the name of Amazehotels Ltd, covering multiple other Companies, under a joint and several liability arrangement. The Company is reliant on the other companies for financial support in the event it cannot meet its repayment obligations.

Moving into 2025 the current macro economic conditions, with significant inflationary pressures, have the potential to limit the company's future planned growth and may alter the assessment of its ability to continue as a going concern.

The director considers it appropriate to prepare the accounts on a going concern basis, however the above events and conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	OPERATING LOSS

The operating loss is stated after charging:

Period

1.1.23

Year Ended

to

30.12.24

30.12.23

£

£

Depreciation - owned assets

81,592

81,592

5.	TANGIBLE FIXED ASSETS

Land and

buildings

£

COST OR VALUATION

At 31 December 2023

and 30 December 2024

4,198,747

DEPRECIATION

At 31 December 2023

81,592

Charge for year

81,592

At 30 December 2024

163,184

NET BOOK VALUE

At 30 December 2024

4,035,563

At 30 December 2023

4,117,155

A bank loan in the name of Amazehotels Ltd is secured on the land and buildings held by this company. A share of the loan totalling £2,675,356 is recognised in Ruthin Castle Hotel Ltd, subsidiary undertaking of the company.

Cost or valuation at 30 December 2024 is represented by:

Land and

buildings

£

Valuation in 2020

3,595,774

Valuation in 2022

7,266

Cost

595,707

4,198,747

If freehold land and buildings had not been revalued they would have been included at the following historical cost:

2024

2023

£

£

Cost

595,707

595,707

Value of land in freehold land and buildings

119,141

119,141

Freehold land and buildings were valued on an open market basis on 1 February 2023 by Knight Frank LLP .

Included in freehold land and buildings is land which is not depreciated.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 31 December 2023

and 30 December 2024

1

NET BOOK VALUE

At 30 December 2024

1

At 30 December 2023

1

The investment represents the entire issued share capital of Ruthin Castle Hotel Ltd, a company registered in England and Wales.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

607,107

607,107

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

1,216,315

1,216,315

9.

RESERVES

Revaluation

reserve

£

At 31 December 2023

2,648,234

Deferred tax on revaluations

18,015

Depreciation on revaluation

(72,061

)

At 30 December 2024

2,594,188

10.	CONTINGENT LIABILITIES

The Company is party to a composite loan in the name of Amazehotels Ltd, covering multiple other Companies, under a joint and several liability arrangement. In the event that one of the other Companies is unable to meet its repayment obligations then the Company may be required to make the shortfall payments. As the amount and nature of these payments is not able to be quantified as at the Balance Sheet date, no provision has been made, rather has been disclosed as a potential contingent liability.

11.	ULTIMATE PARENT COMPANY

Ruby Hotel Collection Holdings Limited is regarded by the Director as being the company's ultimate parent company.

The consolidation accounts for the Group are available at companies house (company number: 12016094).