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Registered number: 16022450
VHOS UK HOT 1 LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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VHOS UK HOT 1 LTD
COMPANY INFORMATION
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VHOS UK HOT 1 LTD
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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VHOS UK HOT 1 LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their Strategic Report and the audited financial statements of VHOS UK HOT 1 Ltd (the "company") for the 15 month period from incorporation on 16 October 2024 to 31 December 2025.
The principal activity of the company is the holding and management of property assets.
In November 2024, the company acquired 100% of the shares in its subsidiary, Hotel Co 51 UK Limited, for £20.5m.
Between the months of June and July 2025, the assets relating to 15 properties in the UK utilised as hotels under Marriott franchised brands, were transferred from another company of the Interogo Holding AG Group (Vastint Hospitality BV) for a market value of £490.3m, financed through a £170.0m capital contribution and the balance through intercompany financing. The assets and related activities were transferred to the company as part of an internal restructuring to prepare the entity for the sale, which commenced on 1 September 2025. The assets are let through long-term lease agreements to Hotel Co 51 UK Limited, who manages the aforementioned hotel operation business.
As of 1 September 2025, Vastint Hospitality BV, the parent company, has initiated a sales process to sell its 100% holding in the company, together with its subsidiary. This strategic initiative aligns with the company’s broader objective to explore opportunities that foster long-term growth and enhance shareholder value. As of 31 December 2025, the portfolio has a net book value of £370.3m, after accounting for depreciation during the period of £9.0m and an impairment of £111.0m. The impairment is recognised based on the portfolio’s fair value less costs of disposal estimated due to the ongoing sales process.
Principal risks and uncertainties
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Due to interconnected operation (rental income is generated by the hotel operation) the risk and uncertainty affecting the company are similar to those of the subsidiary directly operating the properties.
The principal risks identified for the period ended 31 December 2025 are as follows:
∙Economic Environment: The hospitality sector remains sensitive to changes in the wider economic climate. Inflationary pressures, fluctuations in interest rates, and cost-of-living concerns can impact discretionary consumer spending and booking volumes, particularly in the leisure and short-stay segments.
∙Post-Brexit Operational Challenges: The UK's departure from the European Union continues to present challenges, particularly in areas such as recruitment of hospitality staff, importation of goods and supplies, and changes in travel patterns. Increased administrative burdens and potential regulatory divergence may affect cost structures and cross-border partnerships.
∙Customer Demand and Seasonality: Demand in the hotel sector is highly seasonal and subject to shifts in tourism trends, event calendars, and consumer behaviour. Any unexpected reduction in occupancy rates, average daily rates (ADR), or length of stay may affect financial performance.
∙Regulatory and Tax Risk: Changes in regulatory or taxation (business occupation and property tax) frameworks could affect property ownership, leasing arrangements and cash flow.
The directors monitor these risks and seek to mitigate them through active oversight of the property portfolio and ongoing collaboration with the subsidiary responsible for property management.
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VHOS UK HOT 1 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Financial risk management
During the period, the company focused on integrating the transferred assets and the newly acquired subsidiary into its operations.
The lease agreements and other main contracts related to the assets have been novated to the company. The company’s results for the period reflect the income derived from leasing property assets to the subsidiary and the costs associated with holding and managing those assets.
Financial key performance indicators
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The directors monitor the performance of the company using a limited number of financial indicators appropriate for a property-holding entity with no employees.
Rental income for the period £15.9m
Net loss for the period £116.2m
Being the first period of operation, no comparative data is available.
In the first 15 months of operation, the rental income was £15.9m. This represents income from the subsidiary undertaking for the period from when the properties were transferred to the company.
The net loss for the period was £116.2m. In the first period of operation, financial interest, depreciation, and impairment have represented significant costs, impacting on the profitability of the entity. Impairment loss of £111m has been assessed as the difference between the acquisition value and the recoverable amount as at 31 December 2025.
Given the nature of the company as a holding entity with no employees and limited operational activity, the directors consider these indicators to provide an appropriate basis for monitoring performance.
The company is committed to promoting the success of the company while taking into account the interests of its stakeholders. In accordance with Section 172 of the Companies Act 2006, this statement outlines how the directors have considered various factors in their decision-making process.
1.Shareholders:
∙The directors have focused on sustainable long-term growth to maximise shareholder value;
∙Monthly reviews of financial performance ensure alignment with shareholder interests.
2. Group Companies
∙The company maintains a close working relationship with its wholly owned subsidiary, which is responsible for the operational management and letting of the properties owned by the company. The directors ensure that the intra-group leasing arrangements support the efficient management and utilisation of the property portfolio.
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VHOS UK HOT 1 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Section 172 statement (continued)
3. Suppliers and Service Providers
∙Property-related services may be provided through arrangements managed by the subsidiary or other Group entities. The directors seek to ensure that these relationships are maintained on a fair and commercially appropriate basis.
4.Community and Environment:
∙Environmental impact assessments conducted to minimise the company's carbon footprint, for instance Moxy Southampton, Moxy Glasgow Merchant City and Moxy York have achieved LEED Platinum certification, Moxy Aberdeen Airport, Moxy Milton Keynes, Moxy Chester, Moxy Edinburgh Airport, Moxy Glasgow SEC, Moxy Birmingham NEC, Courtyard Glasgow SEC and AC Inverness have achieved LEED Gold certification.
∙Moxy London Excel has achieved BREEAM Very Good and Moxy London Heathrow has achieved BREEAM Excellent certifications.
∙All hotels have achieved Green Key Certification.
5. Risk Management:
∙Comprehensive risk management framework in place to identify and mitigate potential risks;
∙Regular board discussions to assess emerging risks and formulate mitigation strategies.
Principal decisions taken in the period
In October 2024, the directors approved the acquisition of the shares of Hotel Co 51 UK Limited as part of the Vastint Group reorganisation. Following this, in June 2025, 15 operating assets were transferred to the company at market value. At 31 December 2025, management performed an impairment assessment of the transferred assets, determining their recoverable amount based on fair value less costs to dispose and recording a loss of £111m.
This report was approved by the board and signed on its behalf by:
I Bischofsberger
Director
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J H Hoeksema
Director
Date: 10 July 2026
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VHOS UK HOT 1 LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements of the company for the 15 month period from incorporation on 16 October 2024 to 31 December 2025.
The company was incorporated in 2024 with the principal activity of leasing hotels in the UK.
The loss for the period, after taxation, amounted to £116.2m.
The directors did not recommend the payment of dividends in the period.
The directors who served during the period, and up to the date of signing this report, were:
I Bischofsberger (appointed 16 October 2024)
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D T Linder (appointed 16 October 2024)
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J H Hoeksema (appointed 30 April 2025)
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M Baltramiejunas (appointed 16 October 2024, resigned 30 April 2025)
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Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). 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 and 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;
−state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.
On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting completion by the third quarter of 2026.
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VHOS UK HOT 1 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors of the company have assessed that it is appropriate to adopt the going concern basis of accounting for the period to 31 July 2027.
As at the end of the year the company had £90,042 of cash, £335,367,152 of net current labilities, £53,823,704 of net assets and generated losses of £116,176,297.
The company’s principal activity is the leasing of assets to its subsidiary, Hotel Co 51 UK Limited, undertaking and, accordingly, the company’s primary source of income is rental income received from that subsidiary. The company’s ability to continue as a going concern is therefore dependent upon the continued trading performance and financial stability of the subsidiary.
Whilst the company is expected to be cash generative, the financing of the company is structured through an intercompany loan facility with its immediate parent company, Vastint Hospitality BV, and its ultimate parent, Interogo Holding AG. This facility is repayable on demand. Consequently, the company has obtained a letter of support from Interogo Holding AG that confirms Interogo Holding AG will provide financial support to the company to assist in meeting its liabilities and not demand repayment of the loan balance for the period from the date of the approval of the financial statements to the earlier of the sale of the company or 31 July 2027.
The Directors have assessed the level of financial support available, considering the Parent Company’s available liquidity, consisting of €428.6m cash in hand at the end of December 2025, and through inquiries made of the Parent Company to understand current trading and investment plans and are satisfied the necessary support is available.
As of 1 September 2025, Vastint Hospitality BV, the immediate parent company, initiated a sales process to sell its 100% holding in the company, together with its subsidiaries. On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting the transfer of the business by the third quarter of 2026.
This proposed transaction encompasses the property interests of the 15 hotels of the company and is structured as a single portfolio sale with no option to sell individual hotels separately. Despite the potential change in ownership, the hotels are contractually required to continue operating in their current capacity under existing franchise and lease agreements.
Given the proposed transaction and uncertainty over the post-sale group structure and future financing arrangements, the directors are unable to assess or control all of the scenarios for the company’s future. As such, this circumstance indicates the existence of a material uncertainty related to events or conditions that may cast doubt on the company’s ability to continue as a going concern.
Nevertheless, the directors conclude the going concern basis is appropriate for the financial statements. The financial statements do not reflect any adjustments that would be required to be made if they were prepared on a basis other than the going concern basis.
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VHOS UK HOT 1 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Statement of Streamlined Energy and Carbon Reporting (SECR)
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The company is an intermediate holding company whose principal activity is the ownership and leasing of investment properties to its subsidiary undertaking.
The company is exempt from preparing consolidated financial statements under section 401 of the Companies Act 2006, as it is included within the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom. The disclosures below relate solely to the company and do not include the activities of its subsidiary undertaking and sole tenant, Hotel Co 51 UK Limited.
The company does not occupy the investment properties that it owns. Energy consumed within those properties is procured and consumed by the tenant and is therefore not included within the company’s SECR, but rather in the separate financial statements of the tenant.
During the period, the company had no material UK energy consumption and no Scope 1 or Scope 2 greenhouse gas emissions.
Intensity ratio
0.0 tCO2e per £1m turnover
Energy efficiency measures
No energy efficiency measures were undertaken during the year, reflecting the limited nature of the company’s activities. Energy efficiency measures are undertaken by the tenant across all the properties owned by the company, which have been disclosed in the separate financial statements of the tenant.
On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting completion by the third quarter of 2026.
On 31 May 2026, the intercompany loan position between the company and Interogo Holding AG, has been transferred to Vastint Hospitality BV. The original intercompany financing agreement continues between Vastint Hospitality BV and the company under the same conditions existing between Interogo Holding AG and the company.
Disclosure of information to auditor
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The directors confirm that:
−so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and
−the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
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VHOS UK HOT 1 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf by:
I Bischofsberger
Director
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J H Hoeksema
Director
Date: 10 July 2026
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VHOS UK HOT 1 LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VHOS UK HOT 1 LTD
We have audited the financial statements of VHOS UK HOT 1 Limited for the period ended 31 December 2025 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes 1 to 21, 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 FRS 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 company's affairs as at 31 December 2025 and of its loss for the period 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.
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.
Conclusions relating to going concern
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We draw attention to note 2.5 Going concern in the financial statements, which indicates that as of 1 September 2025, Vastint Hospitality BV, the parent company, has initiated a sales process to sell its 100% holding in the company. Given the status of the proposed transaction and uncertainty over the post-sale group structure and future financing arrangements, the Directors are unable to assess or control all of the scenarios for the company's future and operations of the business. As stated in note 2.5, these events or conditions 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 this respect.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.
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VHOS UK HOT 1 LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VHOS UK HOT 1 LTD (CONTINUED)
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 this 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 the 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
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In our opinion, based on the work undertaken in the course of the audit:
−the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
−the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
Matter on which we are required to report by exception
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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 Strategic Report or 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.
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VHOS UK HOT 1 LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VHOS UK HOT 1 LTD (CONTINUED)
Responsibilities of directors
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As explained more fully in the directors' responsibilities statement set out on page 4, 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's responsibilities for the audit of the financial statements
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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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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 misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
−We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework, FRS 102, the Companies Act 2006 and the relevant tax laws and regulations in the UK. In addition, we concluded that there are certain significant laws and regulations which may influence the determination of the amounts and disclosures in the financial statements relating to health and safety, employee matters and data protection.
−We understood how the company is complying with those frameworks by making enquiries of management. We corroborated our enquiries through our review of board minutes and consideration of the results of our audit procedures across the company.
−We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by meeting with management to understand where they considered there was susceptibility to fraud and reviewed the entity level controls in place. We also considered the existence of performance targets and their potential influence on management to manage earnings. We considered the controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how management monitors those controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.
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VHOS UK HOT 1 LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VHOS UK HOT 1 LTD (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
−Based on this understanding we designed our audit procedures to identify non compliance with such laws and regulations. Our procedures involved journal entry testing, with a focus on manual journals and journals indicating large or unusual transactions; enquiries of company management; and challenging the assumptions and judgements made by management by reviewing third party evidence wherever possible. In addition, we completed procedures to conclude on the compliance of the disclosure in the Annual Report and Account with the relevant accounting standards and UK legislation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://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.
Cara Clancy (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Leeds
Date: 13 July 2026
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VHOS UK HOT 1 LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Impairment of tangible fixed assets
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Interest payable and similar expenses
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Loss for the financial period
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There were no recognised gains and losses for 2025 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025.
All amounts relate to continuing activity.
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The notes on pages 15 to 29 form part of these financial statements.
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VHOS UK HOT 1 LTD
REGISTERED NUMBER: 16022450
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Capital contribution reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Date: 10 July 2026
J H Hoeksema
Director
Date: 10 July 2026
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The notes on pages 15 to 29 form part of these financial statements.
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VHOS UK HOT 1 LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Capital contribution reserve
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Comprehensive loss for the period
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Total comprehensive loss for the period
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Contributions by and distributions to owners
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Shares issued during the period
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The notes on pages 15 to 29 form part of these financial statements.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
VHOS UK HOT 1 LTD is a private company limited by shares and incorporated in England and Wales. The company's registered number is 16022450 and its registered head office is 135 High Street, Stratford, London, E15 2RB.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
−the requirements of Section 7 Statement of Cash Flows;
−the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
−the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
−the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
−the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Vastint Hospitality B.V. as at 31 December 2025 and these financial statements may be obtained from https://www.kvk.nl/.
These financial statements cover the 15 month period from incorporation on 16 October 2024 to 31 December 2025, therefore there is no comparable financial statements.
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Exemption from preparing consolidated financial statements
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The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors of the company have assessed that it is appropriate to adopt the going concern basis of accounting for the period to 31 July 2027.
As at the end of the year the company had £90,042 of cash, £335,367,152 of net current liabilities, £53,823,704 of net assets and generated losses of £116,176,297.
The company’s principal activity is the leasing of assets to its subsidiary, Hotel Co 51 UK Limited, undertaking and, accordingly, the company’s primary source of income is rental income received from that subsidiary. The company’s ability to continue as a going concern is therefore dependent upon the continued trading performance and financial stability of the subsidiary.
Whilst the company is expected to be cash generative, the financing of the company is structured through an intercompany loan facility with its immediate parent company, Vastint Hospitality BV, and its ultimate parent, Interogo Holding AG. This facility is repayable on demand. Consequently, the company has obtained a letter of support from Interogo Holding AG that confirms Interogo Holding AG will provide financial support to the company to assist in meeting its liabilities and not demand repayment of the loan balance for the period from the date of the approval of the financial statements to the earlier of the sale of the company or 31 July 2027.
The Directors have assessed the level of financial support available, considering the Parent Company’s available liquidity, consisting of €428.6m cash in hand at the end of December 2025, and through inquiries made of the Parent Company to understand current trading and investment plans and are satisfied the necessary support is available.
As of 1 September 2025, Vastint Hospitality BV, the immediate parent company, initiated a sales process to sell its 100% holding in the company, together with its subsidiaries. On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting the transfer of the business by the third quarter of 2026.
This proposed transaction encompasses the property interests of the 15 hotels of the company and is structured as a single portfolio sale with no option to sell individual hotels separately. Despite the potential change in ownership, the hotels are contractually required to continue operating in their current capacity under existing franchise and lease agreements.
Given the proposed transaction and uncertainty over the post-sale group structure and future financing arrangements, the directors are unable to assess or control all of the scenarios for the company’s future. As such, this circumstance indicates the existence of a material uncertainty related to events or conditions that may cast doubt on the company’s ability to continue as a going concern.
Nevertheless, the directors conclude the going concern basis is appropriate for the financial statements. The financial statements do not reflect any adjustments that would be required to be made if they were prepared on a basis other than the going concern basis.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rental income
Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term. Rental income is recognised when the company's right to receive payment is established.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
−The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
−Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Interogo Holding Group falls under the scope of the OECD Pillar Two legislation, which is already enacted in Switzerland and is expected to be enacted in the near future in the jurisdictions where the group operations.
The company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the United Kingdom the jurisdiction in which the entity is incorporated and is effective from 1 January 2024.
Under the legislation, the group is liable to pay a top-up tax in the UK for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The company's profits arise within the UK tax jurisdiction and are taxed at 25% therefore no top-up tax is applicable.
The company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of fixed assets
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's Statement of Financial Position 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
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Estimates
In the process of preparing the financial statements, no significant estimates were applied.
Judgements
Impairment
In assessing impairment, management applied judgement in determining the recoverable amount of assets, taking into account observable market information when estimating fair value less costs of disposal.
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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The operating loss is stated after charging/(crediting):
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Depreciation on tangible fixed assets
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Impairment on tangible fixed assets
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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During the period, the company obtained the following services from the company's auditor and its associates:
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Fees payable to the company's auditor and its associates for the audit of the company's financial statements
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There were no non-audit services provided by the auditor.
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The company has no employees.
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The directors are also directors of the other group companies and their remuneration is borne by those companies. They consider that the level of these directors' qualifying services to the company as negligible compared to their main roles and as such their remuneration received for services to this entity was £Nil.
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Interest payable and similar expenses
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Loans from group undertakings
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Current tax on losses for the period
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Origination and reversal of timing differences
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Taxation on loss on ordinary activities
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Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
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Expenses not deductible for tax purposes
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Other tax adjustments, reliefs and transfers
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Total tax charge for the period
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
10.Tax on loss (continued)
Factors that may affect future tax charges
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the Balance Sheet date.
There are no other factors that may affect future tax charges.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the company:
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804-834 Bath Road, Hounslow, TW5 9UH
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Amounts owed to group undertakings incur interest of 5.16%, unsecured and repayable on demand.
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
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Allotted, called up and fully paid
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1 Ordinary share of £1.00
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On incorporation, the company issued 1 Ordinary share with a nominal value of £1.00 for a total cash consideration of par value.
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Called up share capital
Called up share capital represents the nominal value of shares issued.
Capital contribution reserve
A capital contribution is an amount contributed by a parent company that is not made in exchange for shares.
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the company, including distributions to, and contributions from, the parent company.
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Company as a lessor
The company leases the land and building in note 11 which is classed as an operating lease. This is because there is no significant transfer of the risks and rewards of ownership.
During the year £15,869,206 was recognised as rental income by the company and was included as turnover in profit or loss.
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Later than 1 year and not later than 5 years
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Total lease payments receivable
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Related party transactions
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The company has taken advantage of the exemption available in section 33 Related Party Disclosures to not disclose transactions with other wholly owned subsidiaries in the group.
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VHOS UK HOT 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting completion by the third quarter of 2026.
On 31 May 2026, the intercompany loan position between the company and Interogo Holding AG, has been transferred to Vastint Hospitality BV. The original intercompany financing agreement continues between Vastint Hospitality BV and the company under the same conditions existing between Interogo Holding AG and the company.
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Ultimate parent undertaking and controlling party
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The company's immediate parent undertaking is now Vastint Hospitality B.V., a company incorporated in The Netherlands.
The ultimate controlling party is Interogo Foundation, a foundation based in Liechtenstein.
The smallest group into which the company was consolidated is headed by Vastint Holding B.V. Copies of the consolidated financial statements can be obtained from Hogehilweg 7, 1101 CA Amsterdam, The Netherlands. The largest group into which the company was consolidated is headed by Interogo Holding AG. Copies of the consolidated financial statements can be obtained from https://www.interogo-group .com/media-and-reports/annual-reports-to-download/.
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