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Registration number: 02956485

Hapimag Management (UK) Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

Hapimag Management (UK) Limited

Contents

Company Information | 1
Directors' Report | 2
Statement of Directors' Responsibilities | 3
Independent Auditor's Report | 4 to 6
Profit and Loss Account and Statement of Retained Earnings | 7
Balance Sheet | 8
Notes to the Financial Statements | 9 to 16

Hapimag Management (UK) Limited

Company Information

Directors | L P Theler D R Noble

Company secretary | Goodwille Limited

Registered office | 23-26 Lancaster Gate London W2 3LP

Auditors | Stables Thompson & Briscoe Limited Chartered Accountants & Statutory AuditorLowther House Lowther Street Kendal LA9 4DX

Hapimag Management (UK) Limited

Directors' Report for the Year Ended 31 December 2025

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

Directors of the company

The directors who held office during the year were as follows:

L P Theler

D R Noble

Principal activity

The principal activity of the company is the management of holiday accommodation in London.

Going concern

The company is dependent on support from Hapimag AG, the company's ultimate parent.
Hapimag AG has expressed in writing its intention to continue to make available such funds as are needed by the company, and in particular not to seek repayment of the amounts currently made available, for at least 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 although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Current economic factors, including the ongoing consequences of Brexit, challenging UK economic conditions affecting supply chains, human capital availability, energy price fluctuations, consumer spending habit changes due to cost of living pressures and their impact on the UK leisure industry continue to be under consideration.
Further information with regard to going concern, including the basis on which the board have concluded that it remains appropriate to adopt the going concern basis of preparation, is provided in the accounting policies note.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Small companies provision statement

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

Approved and authorised by the Board on 23 July 2026 and signed on its behalf by:

......................................... D R Noble Director

Hapimag Management (UK) Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 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.

Hapimag Management (UK) Limited

Independent Auditor's Report to the Members of Hapimag Management (UK) Limited

Opinion

We have audited the financial statements of Hapimag Management (UK) Limited (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account and Statement of 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 FRS 102 Section 1A '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 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 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

We draw attention to Note 1 Going concern in the financial statements, which indicates that the company incurred a net loss of £1,231,102 during the year ended 31 December 2025 and, as of that date, the company had accumulated losses of £14,357,642. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 original financial statements were 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.

Hapimag Management (UK) Limited

Independent Auditor's Report to the Members of Hapimag Management (UK) Limited

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 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.

Matters on which we are required to report by exception

In the light of our 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 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’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 3], 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.

Auditor 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 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.

Hapimag Management (UK) Limited

Independent Auditor's Report to the Members of Hapimag Management (UK) Limited

The extent to which our procedures 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 visited the site to assess compliance with laws and regulations and discussed the current position with management. We reviewed systems and reports from the group auditors on systems and system integration and performed walk through tests to confirm that they were working as expected. We also performed substantive testing on sales and expenses which included testing particular system controls such as authorisation and reviewed the posting of journals. We ensured the audit team were alert for any indications of non-compliance throughout the audit work.
We assessed the company's policies and procedures on fraud risks. No instances of actual, suspected or alleged fraud were identified by us or the company in the year.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
H M Holmes BSc FCA (Senior Statutory Auditor)
For and on behalf of Stables Thompson & Briscoe Limited, Statutory Auditor
Lowther House
Lowther Street
Kendal
LA9 4DX

23 July 2026

Hapimag Management (UK) Limited

Profit and Loss Account and Statement of Retained Earnings for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover |  | 3,028,040 | 3,074,661
Cost of sales |  | (138,375) | (163,376)
Gross profit |  | 2,889,665 | 2,911,285
Administrative expenses |  | (3,021,302) | (3,068,987)
Operating loss |  | (131,637) | (157,702)
Interest payable and similar charges |  | (1,016,800) | (1,073,400)
|  | (1,016,800) | (1,073,400)
Loss before tax | 5 | (1,148,437) | (1,231,102)
Loss for the financial year |  | (1,148,437) | (1,231,102)
Retained earnings brought forward |  | (13,209,205) | (11,978,103)
Retained earnings carried forward |  | (14,357,642) | (13,209,205)

Hapimag Management (UK) Limited

(Registration number: 02956485)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 6 | 32,163,549 | 34,165,243
Current assets |  |  |
Stocks | 7 | 3,169 | 3,277
Debtors | 8 | 179,469 | 96,838
Cash at bank and in hand |  | 196,219 | 98,508
|  | 378,857 | 198,623
Creditors: Amounts falling due within one year | 9 | (249,508) | (222,531)
Net current assets/(liabilities) |  | 129,349 | (23,908)
Total assets less current liabilities |  | 32,292,898 | 34,141,335
Creditors: Amounts falling due after more than one year | 9 | (19,100,000) | (19,800,000)
Net assets |  | 13,192,898 | 14,341,335
Capital and reserves |  |  |
Called up share capital | 10 | 15,000,000 | 15,000,000
Other reserves |  | 12,550,540 | 12,550,540
Retained earnings |  | (14,357,642) | (13,209,205)
Shareholders' funds |  | 13,192,898 | 14,341,335

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.

Approved and authorised by the Board on 23 July 2026 and signed on its behalf by:

......................................... D R Noble Director

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
23-26 Lancaster Gate
London
W2 3LP

These financial statements were authorised for issue by the Board on 23 July 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention.

Summary of disclosure exemptions

The company has taken advantage of the exemption in Section 33.1A of FRS102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Going concern

The financial statements have been prepared on a going concern basis.
The company made a loss for the year of £1,148,437 which was a small improvement on the the loss made in the year to 31 December 2024. This has further reduced reserves but the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The directors have concluded that, even taking into account further possible downturns, 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.
This conclusion is primarily dependent of Hapimag AG not seeking repayments of the amounts currently owed by the company which at 31 December 2025 amounted to £19,100,000 (2024 - £19,800,000), and providing additional financial support as and when required. Hapimag AG has indicated its intention to continue to make available such funds as needed by the company, and that it does not intend to seek repayment of amounts due for the period covered by the forecasts. 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. The company holds a significant London hotel asset that remains strategically important to the wider group.
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 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Judgements

The directors have reviewed whether there were any indicators of impairment of the company's tangible assets. Factors taken into consideration included economic viability and expected future financial performance. The directors have judged that there is no impairment.
Deferred tax on the losses incurred to date amounted to £493,682 (2024 - £579,240) but as losses are continuing the directors have not brought this in as an asset.

Key sources of estimation uncertainty

Tangible fixed assets, which are principally the hotels and the associated fixture and fittings, are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed and may vary depending on a number of factors. In assessing asset lives factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values have to reflect possible future market conditions, the remaining life of the asset and potential disposal values.. The carrying amount is £32,163,549 (2024 -£34,165,243).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Buildings | 15 - 60 years
Plant and machinery etc | 8 - 12.5 years

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 5 (2024 - 4).

4 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 29,657 | 15,185

5 | Loss before tax

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 2,001,694 | 2,034,343
Interest payable on loans from group undertakings | 1,016,800 | 1,073,400

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

6 | Tangible assets

| Land and buildings £ | Furniture, fittings and equipment £ | Total £
Cost
At 1 January 2025 | 35,229,243 | 9,365,548 | 44,594,791
At 31 December 2025 | 35,229,243 | 9,365,548 | 44,594,791
Depreciation
At 1 January 2025 | 6,420,811 | 4,008,737 | 10,429,548
Charge for the year | 1,132,047 | 869,647 | 2,001,694
At 31 December 2025 | 7,552,858 | 4,878,384 | 12,431,242
Carrying amount
At 31 December 2025 | 27,676,385 | 4,487,164 | 32,163,549
At 31 December 2024 | 28,808,432 | 5,356,811 | 34,165,243

Included within the net book value of land and buildings above is £27,676,385 (2024 - £28,808,432) in respect of freehold land and buildings.

7 | Stocks

| 2025 £ | 2024 £
Other inventories | 3,169 | 3,277

8 | Debtors

Current | Note | 2025 £ | 2024 £
Trade debtors |  | 14,083 | 12,337
Amounts owed by related parties | 12 | 120,985 | 49,071
Prepayments |  | 44,401 | 35,430
|  | 179,469 | 96,838

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

9 | Creditors

Creditors: amounts falling due within one year

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 83,904 | 78,736
Taxation and social security | 113,621 | 89,876
Accruals and deferred income | 51,842 | 53,828
Other creditors | 141 | 91
| 249,508 | 222,531

Creditors: amounts falling due after more than one year

| Note | 2025 £ | 2024 £
Due after one year |  |  |
Loans and borrowings | 11 | 19,100,000 | 19,800,000

10 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £1 each | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000

11 | Loans and borrowings

Non-current loans and borrowings

| 2025 £ | 2024 £
Other borrowings | 19,100,000 | 19,800,000

12 | Related party transactions

Summary of transactions with all entities with joint control or significant interest

Hapimag Resorts & Residences (UK) Ltd There are some expenses that may be paid by one subsidiary on behalf of the other and these are reflected in the intercompany account. The amount owed at 31 December 2025 was £120,985.

Hapimag Management (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Loans from related parties

2025 | Parent £ | Total £
At start of period | 19,800,000 | 19,800,000
Repaid | (700,000) | (700,000)
At end of period | 19,100,000 | 19,100,000

2024 | Parent £ | Total £
At start of period | 20,900,000 | 20,900,000
Repaid | (1,100,000) | (1,100,000)
At end of period | 19,800,000 | 19,800,000

Terms of loans from related parties

£14,000,000 (2024 - £14,500,000) to be repaid on or before 31 December 2027 with interest payable annually at 4.6%.
£5,100,000 (2024 - £5,300,000) to be repaid on or before 31 December 2028 with interest payable annually at 6.6%pa.

13 | Parent and ultimate parent undertaking

The company's immediate parent is Hapimag AG, incorporated in Switzerland.
These financial statements are available upon request from Hapimag AG Sumpfstrasse 18,6312 Steinhausen, Switzerland.