REGISTERED NUMBER: 12016094 (England and Wales)

RUBY HOTEL COLLECTION HOLDINGS LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTOR:

Ms N Rabani

REGISTERED OFFICE:

Hollin Hall Hotel

Jackson Lane

Bollington

Macclesfield

SK10 5BG

REGISTERED NUMBER:

12016094 (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 strategic report of the company and the group for the year ended 30 December 2024.

REVIEW OF BUSINESS

The main activity of the Group is the operation of its main asset, Ruthin Castle Hotel & Spa, in the United Kingdom.

The strategy of the Group is to operate the hotel profitably whilst maintaining good customer satisfaction ratings and hiring and managing employees effectively.

Key Financial Performance Indicators

Year Ended

Year Ended

30/12/24

31/12/23

£

£

Turnover

£3,055,339

£2,885,102

Gross Profit

£2,426,388

£2,298,664

Gross Profit percentage

79.41%

79.67%

Net Profit (loss) before Tax

(£71,351)

£123,697

Net current liabilities

(£2,281,017)

(£2,099,887)

PRINCIPAL RISKS AND UNCERTAINTIES

The Group is directly exposed to the risks associated with the hotel industry such as any downturn in the general operating conditions in the UK provincial hotel industry and new hotel openings close to its existing location.

The Group is also exposed to risks regarding property valuations in periods of market instability. This instability means that professional valuers and the Director are not able to value properties with the same degree of certainty as would be the case in a more stable market with a good level of transactional evidence to support valuations.

The Group's exposure to credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of any allowances for doubtful debts. The Group seeks to mitigate credit risk through credit checking and, where customers pay on departure, Group policy is to obtain a pre-authorised credit card for payment. In certain circumstances customers pay all or part of their stay in advance.

The Group's exposure to liquidity and cash flow risk is mitigated by the trade debtors procedures described above and by negotiating commercial payment terms with suppliers. The Group aims to mitigate liquidity risk by managing cash generation and uses through its operations.

FUTURE DEVELOPMENTS

The director is confident for the future as the company continues to build its brand and reputation.

ON BEHALF OF THE BOARD:

Ms N Rabani - Director

24 December 2025

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

DIVIDENDS

No dividends will be distributed 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 Group Strategic Report, 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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.

ON BEHALF OF THE BOARD:

Ms N Rabani - Director

24 December 2025

Opinion

We have audited the financial statements of Ruby Hotel Collection Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 30 December 2024 and of the group's 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 group 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

We draw attention to Note 2 in the financial statements, which as of 30 December 2024, the group's liabilities exceeded its total assets by £1,670,907.

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 group's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Key audit matters

Except for the matter described in the material uncertainty related to going concern section, we have determined that there are no key audit matters to be communicated in our report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 group's and the parent 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 group or the parent 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

3,055,339

2,885,102

Cost of sales

628,951

586,438

GROSS PROFIT

2,426,388

2,298,664

Administrative expenses

2,276,010

2,141,033

150,378

157,631

Other operating income

7,713

11,082

OPERATING PROFIT

4

158,091

168,713

Interest payable and similar expenses

5

229,442

45,016

(LOSS)/PROFIT BEFORE TAXATION

(71,351

)

123,697

Tax on (loss)/profit

6

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(71,351

)

123,697

(Loss)/profit attributable to:

Owners of the parent

(71,351

)

123,697

(LOSS)/PROFIT FOR THE YEAR

(71,351

)

123,697

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

(53,336

)

141,712

Total comprehensive income attributable to:

Owners of the parent

(53,336

)

141,712

FIXED ASSETS

Intangible assets

8

52,008

63,031

Tangible assets

9

4,654,035

4,804,388

Investments

10

-

-

4,706,043

4,867,419

CURRENT ASSETS

Stocks

11

25,976

23,568

Debtors

12

686,583

492,521

Cash at bank and in hand

54,919

55,090

767,478

571,179

CREDITORS

Amounts falling due within one year

13

3,048,495

2,671,066

NET CURRENT LIABILITIES

(2,281,017

)

(2,099,887

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,425,026

2,767,532

CREDITORS

Amounts falling due after more than one year

14

(3,231,203

)

(3,502,358

)

PROVISIONS FOR LIABILITIES

18

(864,730

)

(882,745

)

NET LIABILITIES

(1,670,907

)

(1,617,571

)

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

(1,671,007

)

(1,617,671

)

SHAREHOLDERS' FUNDS

(1,670,907

)

(1,617,571

)

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

Ms N Rabani - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

2,804,958

2,804,958

2,804,958

2,804,958

CURRENT ASSETS

Debtors

12

1,216,416

1,216,416

CREDITORS

Amounts falling due within one year

13

3,574,884

3,411,438

NET CURRENT LIABILITIES

(2,358,468

)

(2,195,022

)

TOTAL ASSETS LESS CURRENT LIABILITIES

446,490

609,936

CREDITORS

Amounts falling due after more than one year

14

619,970

704,406

NET LIABILITIES

(173,480

)

(94,470

)

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

(173,580

)

(94,570

)

SHAREHOLDERS' FUNDS

(173,480

)

(94,470

)

Company's loss for the financial year

(79,010

)

(18,344

)

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

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

100

(1,759,383

)

-

(1,759,283

)

Changes in equity

Total comprehensive income

-

141,712

-

141,712

Balance at 30 December 2023

100

(1,617,671

)

-

(1,617,571

)

Changes in equity

Total comprehensive income

-

(53,336

)

-

(53,336

)

Balance at 30 December 2024

100

(1,671,007

)

-

(1,670,907

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

(76,226

)

(76,126

)

Changes in equity

Total comprehensive income

-

(18,344

)

(18,344

)

Balance at 30 December 2023

100

(94,570

)

(94,470

)

Changes in equity

Total comprehensive income

-

(79,010

)

(79,010

)

Balance at 30 December 2024

100

(173,580

)

(173,480

)

Cash flows from operating activities

Cash generated from operations

1

439,129

398,264

Interest paid

(229,442

)

(45,016

)

Net cash from operating activities

209,687

353,248

Cash flows from investing activities

Purchase of tangible fixed assets

(23,139

)

(475,564

)

Net cash from investing activities

(23,139

)

(475,564

)

Cash flows from financing activities

Loan repayments in year

(99,243

)

(111,059

)

New HP contracts

-

170,000

Capital repayments in year

(87,476

)

(18,588

)

Net cash from financing activities

(186,719

)

40,353

Decrease in cash and cash equivalents

(171

)

(81,963

)

Cash and cash equivalents at beginning of year

2

55,090

137,053

Cash and cash equivalents at end of year

2

54,919

55,090

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.1.23

Year Ended

to

30.12.24

30.12.23

£

£

(Loss)/profit before taxation

(71,351

)

123,697

Depreciation charges

184,515

182,200

Finance costs

229,442

45,016

342,606

350,913

Increase in stocks

(2,408

)

(2,174

)

Increase in trade and other debtors

(194,062

)

(61,563

)

Increase in trade and other creditors

292,993

111,088

Cash generated from operations

439,129

398,264

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 December 2024

30.12.24

31.12.23

£

£

Cash and cash equivalents

54,919

55,090

Period ended 30 December 2023

30.12.23

1.1.23

£

£

Cash and cash equivalents

55,090

137,053

3.	ANALYSIS OF CHANGES IN NET DEBT

At 31.12.23

Cash flow

At 30.12.24

£

£

£

Net cash

Cash at bank and in hand

55,090

(171

)

54,919

55,090

(171

)

54,919

Debt

Finance leases

(151,412

)

87,476

(63,936

)

Debts falling due within 1 year

(111,059

)

-

(111,059

)

Debts falling due after 1 year

(2,663,540

)

99,243

(2,564,297

)

(2,926,011

)

186,719

(2,739,292

)

Total

(2,870,921

)

186,548

(2,684,373

)

1.	STATUTORY INFORMATION

Ruby Hotel Collection Holdings 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 General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

During the period to 30 December 2024, the group incurred a loss of £71,351 (2023: profit of £123,697).

As at 30 December 2024, the group had net current liabilities of £2,281,017 and an overall deficiency of assets amounting to £1,670,907.

The Group is party to a composite loan in the name of Amazehotels Ltd, covering multiple other Companies, under a joint and several liability arrangement. The Group 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 Group'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 Group's ability to continue as a going concern.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2019, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

10% on cost

Fixtures and fittings

-

10% on cost

Computer equipment

-

Straight line over 3 years

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

Period

1.1.23

Year Ended

to

30.12.24

30.12.23

£

£

Wages and salaries

1,179,280

1,136,783

The average number of employees during the year was as follows:

Period

1.1.23

Year Ended

to

30.12.24

30.12.23

79

79