The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company during the year was that of a property holding company. The company owns and manages a portfolio of property assets, comprising properties occupied by fellow group undertakings and a property leased to an external tenant from which rental income was generated.

Results for the year

The loss for the financial year amounted to £64,780 (2024: £415,512). At 31 March 2025, the company had net liabilities of £742,120 excluding revaluation reserve of £2,023,982.

Post year-end developments

Following the year end, a number of properties owned by the company were disposed of during 2025 and 2026. The proceeds were used to support group liquidity and to reduce group indebtedness, including amounts secured in favour of Barclays Bank PLC.

On 1 April 2026, Barclays Bank PLC entered into a deed of release with the company and other group entities pursuant to which security over certain assets was released following repayment of the relevant banking facilities.

In addition, H Ripley & Co. Limited, the principal trading company within the wider group, entered creditors’ voluntary liquidation on 22 January 2026. As a consequence of these combined events and the reduction in the company’s income-generating assets, the directors concluded that it is not appropriate to prepare the financial statements on a going concern basis.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

We have audited the financial statements of Ripley Property Holdings Ltd (the 'company') for the year ended 31 March 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to note 1.2 to the financial statements, which explains that, following the post year-end disposal of a number of the company’s properties, the liquidation of H Ripley & Co. Limited, the principal trading company within the wider group, and the resulting reduction in the company’s revenue-generating capacity, the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 1.2.

Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has 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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud are: to identify and assess the risks of material misstatement of the financial statements due to fraud, through designing and implementing appropriate responses: and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:

• We obtained an understanding of the legal and regulatory framework applicable to the Company and considered the laws and regulations that could have a direct material effect on the financial statements or the Company's operations, including the Companies Act 2006, taxation legislation, data protection, anti-bribery and anti-money laundering regulations, and employment, environmental, and health and safety legislation.

• We understood how the company is complying with those frameworks through discussions with the directors.

• We assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur by considering the key risks impacting the financial statements.

• We carried out a review of manual entries recorded in management's accounting records and assessed the appropriateness of such entries.

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

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

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

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

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

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

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

• agreeing financial statement disclosures to underlying supporting documentation;

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

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

• reviewing correspondence with HMRC, relevant regulators, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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

Ripley Property Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is H. Ripley & Co, Apex Way, Hailsham, BN27 3WA.

The principal activity of the company is that of property holdings. There was a reduction in trading activity during the year which is explained within the Directors' Report.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain tangible fixed assets. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The financial statements of the company are consolidated in the financial statements of Ripley Group Limited. These consolidated financial statements are available from its registered office, H. Ripley & Co, Apex Way, Hailsham, England, BN27 3WA and from Companies House.

In preparing the financial statements on a basis other than going concern, the directors have considered the measurement basis of the Company's assets and liabilities. The directors are satisfied that the carrying value of the Company's assets does not materially exceed their estimated realisable value and that liabilities are stated at amounts that approximate their expected settlement values. No additional provisions have been recognised in respect of closure, liquidation or other wind-down costs, as no material obligations requiring provision had arisen at the balance sheet date. Accordingly, no material adjustments have been made to the amounts recognised in these financial statements as a result of adopting a basis other than going concern.true

Following the year end, a number of properties owned by the company were disposed of in order to support group liquidity and reduce group indebtedness. On 22 January 2026, H Ripley & Co. Limited, the principal trading company within the wider Ripley group, entered creditors’ voluntary liquidation. In addition, on 1 April 2026 Barclays Bank PLC entered into a deed of release with the company and certain other group undertakings, releasing security over assets following repayment of the relevant banking facilities.

As a result of these events, the company has substantially realised its principal assets, its income-generating capacity has been significantly reduced and the directors consider that the company will not have sufficient resources to meet its liabilities as they fall due in the normal course of business. Accordingly, the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

The directors believe that the basis other than going concern provides the most appropriate presentation of the company’s financial position in the circumstances.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Rental income from investment properties leased to tenants under operating leases is recognised in profit or loss on a straight-line basis over the term of the lease. Income received in advance is recognised as deferred income until the period to which the rental relates. Rental income is recognised when it is probable that the economic benefits associated with the lease will flow to the Company and the amount of revenue can be measured reliably.

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Rentals receivable under operating leases, including any lease incentives, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the the leased assets are consumed.

During the year, the company changed its accounting policy for certain land and buildings from the cost model to the revaluation model.

Previously, tangible fixed assets were carried at cost less accumulated depreciation and any accumulated impairment losses. Under the revised policy, properties whose fair value can be measured reliably are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and impairment losses.

The directors consider that the revaluation model provides more relevant and reliable information regarding the current value of the company’s property assets and better reflects the economic substance of the assets held by the company.

The change in accounting policy has been applied prospectively from the date of revaluation. During the year, the company’s land and buildings were independently revalued, resulting in a gross upward revaluation of £2,698,642. A deferred tax liability of £674,660 has been recognised in respect of the taxable temporary difference arising on the revaluation. The net revaluation surplus of £2,023,982 has been recognised in other comprehensive income and accumulated within the revaluation reserve.

The impact of the change in accounting policy in the current year was as follows:

Increase in tangible fixed assets: £2,698,642

Increase in deferred tax liability: £674,660

Increase in revaluation reserve: £2,023,982

There was no impact on the profit and loss account for the year as the revaluation surplus, net of deferred tax, has been recognised in other comprehensive income.

The average monthly number of persons (including directors) employed by the company during the year was:

The Company's properties were revalued during the year ended 31 March 2025 based on valuations performed by Savills (UK) Limited, an independent firm of Chartered Surveyors and RICS Registered Valuers with appropriate recognised professional qualifications and experience in the properties being valued. The valuations were performed at 16 April 2024 in accordance with the RICS Valuation – Global Standards and were adopted by the directors in determining the carrying value of the properties at 31 March 2025. The valuations were based on market value, having regard to comparable market evidence, property location and condition, planning status, and prevailing market conditions. The revaluation resulted in an upward revaluation of £2.7 million during the year.

The following are the major deferred tax liabilities and assets recognised by the company:

The balance is expected to reverse upon the disposal of the properties or the recovery of their carrying amounts in future periods and has been recognised in other comprehensive income, consistent with the recognition of the related revaluation gain within the revaluation reserve.

The revaluation reserve represents the cumulative net unrealised gains arising on the revaluation of the Company's land and buildings. During the year, the Company's properties were revalued based on valuations performed by Savills (UK) Limited, an independent firm of Chartered Surveyors and RICS Registered Valuers, at a valuation date of 16 April 2024. The resulting net revaluation surplus of £2,023,982, after recognising the related deferred tax liability, has been recognised in other comprehensive income and credited to the revaluation reserve. Further details of the valuation methodology and assumptions are set out in Note 4.

The Company is party to cross-guarantee arrangements with its associated companies in respect of borrowings associated with lease obligations. No amounts have been recognised in respect of these guarantees, as no liabilities had crystallised as at the balance sheet date or the date of approval of the financial statements. The maximum potential exposure arising under these arrangements cannot be reliably quantified.

Subsequent to the year end, the Company completed the disposal of certain properties as part of the wider group's strategy to improve liquidity and reduce indebtedness. Properties with a combined carrying value of approximately £1.13 million at 31 March 2025 were sold for aggregate proceeds of approximately £1.29 million. The proceeds were primarily utilised to reduce secured group indebtedness and support the working capital requirements of the wider group. Additional property disposals remain under consideration and negotiation at the date of approval of these financial statements.

The company has taken advantage of the exemption available under FRS 102 section 33 not to disclose transactions with other members of the group controlled by Ripley Group Limited. A copy of the consolidated financial statements is available from Companies House.

The company is a wholly owned subsidiary of Ripley Group Limited (Company number 07527610). The registered office of the parent company is H. Ripley & Co, Apex Way, Hailsham, England, BN27 3WA.

The results of the company are consolidated into the financial statements of Ripley Group Limited.