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REGISTERED NUMBER: 01785753 (England and Wales)















Report of the Directors and

Financial Statements for the Year Ended 31 December 2022

for

Hapimag Resorts & Residences (UK)
Limited

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)






Contents of the Financial Statements
for the Year Ended 31 December 2022




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Statement of Income and Retained Earnings 7

Balance Sheet 8

Notes to the Financial Statements 9


Hapimag Resorts & Residences (UK)
Limited

Company Information
for the Year Ended 31 December 2022







DIRECTORS: D R Noble
L P Theler



SECRETARY: I Benton



REGISTERED OFFICE: Burnside Park
Kendal Road
Bowness-On-Windermere
Windermere
Cumbria
LA23 3EW



REGISTERED NUMBER: 01785753 (England and Wales)



SENIOR STATUTORY AUDITOR: H M Holmes BSc FCA



INDEPENDENT AUDITORS: Stables Thompson & Briscoe
Chartered Accountants & Statutory Auditor
Lowther House
Lowther Street
Kendal
LA9 4DX

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Report of the Directors
for the Year Ended 31 December 2022

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

DIRECTORS
D R Noble has held office during the whole of the period from 1 January 2022 to the date of this report.

Other changes in directors holding office are as follows:

L P Theler - appointed 13 April 2022
P Wielinska - resigned 13 April 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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;
-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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are 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 each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Stables Thompson & Briscoe, 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:





D R Noble - Director


18 April 2024

Report of the Independent Auditors to the Members of
Hapimag Resorts & Residences (UK)
Limited

Opinion
We have audited the financial statements of Hapimag Resorts & Residences (UK) Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Income and Retained Earnings, 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 31 December 2022 and of its profit 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.

Conclusions relating to going concern
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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Hapimag Resorts & Residences (UK)
Limited


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 Directors.

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 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 from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Report of the Independent Auditors to the Members of
Hapimag Resorts & Residences (UK)
Limited


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:

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our experience and from discussions with management. We reviewed any related correspondence and records of meetings to assess compliance with laws and regulations and discussed the current position with management. We ensured the audit team were alert for any indications of non-compliance throughout the audit work.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries, payment of inappropriate expenses and manipulation of accounting estimates. Our audit procedures included, but were not limited to:

- discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- consideration of controls designed to prevent and detect irregularities;

- review of the software entries and testing to supporting documentation;

- identifying and testing journal entries and tracing to the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of controls. We are not responsible for preventing non-compliance and cannot be expected to detect compliance with all laws and regulations.

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.

Report of the Independent Auditors to the Members of
Hapimag Resorts & Residences (UK)
Limited


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.




H M Holmes BSc FCA (Senior Statutory Auditor)
for and on behalf of Stables Thompson & Briscoe
Chartered Accountants & Statutory Auditor
Lowther House
Lowther Street
Kendal
LA9 4DX

18 April 2024

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Statement of Income and Retained Earnings
for the Year Ended 31 December 2022

31.12.22 31.12.21
Notes £    £   

TURNOVER 1,846,858 1,875,355

Cost of sales 190,606 111,987
GROSS PROFIT 1,656,252 1,763,368

Administrative expenses 1,701,244 2,096,308
(44,992 ) (332,940 )

Other operating income 202,376 196,406
OPERATING PROFIT/(LOSS) 4 157,384 (136,534 )


Interest payable and similar expenses 63,000 63,000
PROFIT/(LOSS) BEFORE TAXATION 94,384 (199,534 )

Tax on profit/(loss) (51,121 ) 30,703
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

145,505

(230,237

)

Retained earnings at beginning of year (2,949,724 ) (2,719,487 )

RETAINED EARNINGS AT END OF
YEAR

(2,804,219

)

(2,949,724

)

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Balance Sheet
31 December 2022

31.12.22 31.12.21
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 5 4,280,691 4,277,000
Investments 6 503,820 503,820
4,784,511 4,780,820

CURRENT ASSETS
Stocks 3,323 3,323
Debtors 7 547,298 437,193
Cash at bank 951,587 829,794
1,502,208 1,270,310
CREDITORS
Amounts falling due within one year 8 1,881,094 1,731,760
NET CURRENT LIABILITIES (378,886 ) (461,450 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,405,625

4,319,370

CREDITORS
Amounts falling due after more than one
year

9

(2,929,587

)

(2,949,134

)

PROVISIONS FOR LIABILITIES - (39,703 )
NET ASSETS 1,476,038 1,330,533

CAPITAL AND RESERVES
Called up share capital 10 4,000,000 4,000,000
Share premium 280,257 280,257
Retained earnings (2,804,219 ) (2,949,724 )
SHAREHOLDERS' FUNDS 1,476,038 1,330,533

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 Board of Directors and authorised for issue on 18 April 2024 and were signed on its behalf by:





D R Noble - Director


Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Notes to the Financial Statements
for the Year Ended 31 December 2022

1. STATUTORY INFORMATION

Hapimag Resorts & Residences (UK) Limited 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.

Going Concern
The company made a profit in the year but still had retained losses carried forward of £2,804,219 and net current liabilities of £378,886. Of the amounts falling due within one year £147,207 related to balances with other group companies and £655,524 related to deferred income. The long term liabilities include a loan from the parent company of £2,100,000 which has a repayment date of 10 November 2025 and an amount owed to the dormant subsidiary of £530,838.

The directors have concluded that the company will have sufficient funds, through funding from its ultimate parent company, Hapimag AG, to meet its liabilities as they fall due for the period of at least 12 months from the date of approval of these financial statements.

The directors of Hapimag AG have provided a letter of support for the period of at least 12 months from the date of approval of these financial statements. This includes the fact that it will not intend to seek repayment of the amounts due, for the period of not less than 12 months from the date of approval of these financial statements. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue and have therefore identified a material uncertainty over going concern in this regard. However, at the date of approval of these financial statements they have no reason to believe that it will not do so and therefore believe that the likelihood of this funding not being available to be remote.

Consequently the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the accounts on a going concern basis.

Preparation of consolidated financial statements
The financial statements contain information about Hapimag Resorts & Residences (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Hapimag AG, Sumpfskasse 18, 6312 Steinhausen, Switzerland.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Changes in accounting policies
The amount due to the company's subsidiary, Bowness Time-share Ltd, of £530,838 has been moved from due within one year to due after one year as the subsidiary is dormant and the amount due is unlikely to be repaid within the next few years.

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

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Land and buildings - 2 - 10% straight line
Plant and machinery etc - 33% straight line

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

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 Statement of Income and Retained Earnings, 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.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 17 (2021 - 26 ) .

4. OPERATING PROFIT/(LOSS)

The operating profit (2021 - operating loss) is stated after charging:

31.12.22 31.12.21
£    £   
Depreciation - owned assets 159,750 192,000

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

5. TANGIBLE FIXED ASSETS
Plant and
Land and machinery
buildings etc Totals
£    £    £   
COST
At 1 January 2022 6,165,000 1,351,000 7,516,000
Additions 88,219 75,222 163,441
At 31 December 2022 6,253,219 1,426,222 7,679,441
DEPRECIATION
At 1 January 2022 1,949,000 1,290,000 3,239,000
Charge for year 148,077 11,673 159,750
At 31 December 2022 2,097,077 1,301,673 3,398,750
NET BOOK VALUE
At 31 December 2022 4,156,142 124,549 4,280,691
At 31 December 2021 4,216,000 61,000 4,277,000

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2022
and 31 December 2022 503,820
NET BOOK VALUE
At 31 December 2022 503,820
At 31 December 2021 503,820

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Bowness Time-share Ltd
Registered office: The Lodge Burnside Park, Kendal Road, Bowness On Windermere, Cumbria, LA23 3EW
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
Preference 100.00
31.12.22 31.12.21
£    £   
Aggregate capital and reserves 530,838 530,838

Hapimag Resorts & Residences (UK)
Limited (Registered number: 01785753)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.22 31.12.21
£    £   
Trade debtors 414,157 394,971
Other debtors 133,141 42,222
547,298 437,193

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.22 31.12.21
£    £   
Trade creditors 719,101 426,514
Amounts owed to group undertakings 147,207 302,189
Taxation and social security 188,924 140,389
Other creditors 825,862 862,668
1,881,094 1,731,760

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.22 31.12.21
£    £   
Amounts owed to group undertakings 2,630,838 2,630,838
Other creditors 298,749 318,296
2,929,587 2,949,134

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.22 31.12.21
value: £    £   
4,000,000 Ordinary £1 4,000,000 4,000,000

11. RELATED PARTY DISCLOSURES

The interest rate on the loan from Hapimag AG of £2,100,000 is fixed at 3% per annum and the loan is repayable on 10 November 2025.

12. ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking and controlling party is Hapimag AG, a company incorporated in Switzerland. A copy of the group accounts can be obtained from Hapimag AG, Sumpfstrasse 18, 6312 Steinhausen, Switzerland.