VVV Sports Limited ("VVV Sports", the “Group” or the "Company")
Annual Report and Consolidated Financial Statements for the year ended 31 December 2025
Chairman’s Report (Incorporating the Strategic Report) VVV Sports Limited (“The Group”), is pleased to take this opportunity to reflect on the period from January 1st to December 31st, 2025. BUILDING A GLOBAL SPORTS PLATFORM & OUTLOOK FOR 2026
2025 marked a defining year in the evolution of VVV Sports. Whilst our financial results reflect a business continuing to invest for growth, they tell only part of the story. During the year, we strengthened the foundations of what we believe can become a significant international sports business, focused on some of the fastest-growing participation sports in the world. This included the acquisition of the entire share capital of R3 Sport Ltd and the investment in Topseries our Pickleball business as well as the investment in Windswept and Groovy (post year-end) a production company. The Company also completed a fundraising during 2025 to continue the momentum of building a new business in the Sports and Media sector. The global sports industry is undergoing structural change. Consumers increasingly seek healthier lifestyles, greater social interaction and premium sporting experiences. Padel, pickleball and the wider racket sports market continue to benefit from these long-term trends, creating substantial opportunities for businesses with strong brands, innovative products and scalable international distribution. Our strategy is simple but ambitious: to build VVV Sports into a modern global sports platform. We are not seeking merely to sell sporting equipment; we aim to create an ecosystem that connects brands, athletes, clubs, retailers, digital commerce and sporting communities. By combining premium products with technology, direct customer relationships and strategic acquisitions, we believe we can create a business capable of generating sustainable long-term shareholder value. Importantly, the Board has continued to evaluate acquisition and Investment opportunities that complement our existing business and accelerate our strategic objectives. The global racket sports industry remains fragmented, with many high-quality heritage brands and specialist businesses that could benefit from modern capital, technology and international distribution. We believe disciplined consolidation has the potential to create meaningful shareholder value over time. Following the year end, we announced a proposed fundraising intended to provide the capital required for the next phase of our development. Subject to completion, these funds will enable further investment in product development, digital commerce, international expansion and carefully selected acquisition opportunities. The Board views this as an important milestone in positioning the Company for sustained long-term growth. Our vision extends well beyond the current scale of the business. We believe VVV Sports has the opportunity to become a recognised international participant in the global sports industry, combining strong consumer brands with technology-enabled distribution and a disciplined approach to capital allocation. We intend to build a company that is agile, entrepreneurial and capable of adapting to rapidly evolving consumer behaviour. While economic conditions remain uncertain across many markets, periods of disruption often create opportunities for businesses with clear strategies, strong leadership and access to growth capital. We believe VVV Sports is well positioned to benefit from these dynamics and to emerge as a stronger business over the coming years. None of this would be possible without the commitment of our executive team, employees, commercial partners and fellow directors. Their dedication and belief in our long-term vision continue to drive the business forward. I would also like to thank our shareholders for their continued support and confidence. We remain committed to delivering long-term value through disciplined execution of our strategy. As we look ahead, I am more optimistic than ever about the Company’s future. The Board believes we are still at the beginning of our journey. The investments made over recent years, combined with the opportunities now emerging across the global sports market, provide a strong platform for future growth. Our ambition is clear: to build one of the world’s leading participation sports businesses and to create enduring value for all our shareholders. FINANCE REVIEW The loss for the period to 31 December 2025 amounted to £2,311,000 (2024: loss of £291,000) which mainly related to impairment of the investment in a related party which was acquired during the year by of a debt for equity swap as well as administration expenses of £366,000 (2024: £191,000). The total revenue for the period was £Nil (2024 £Nil). As at 31 December 2025, the Group had cash balances of £96,000 (2024: £5,000). The Group does not recommend payment of a dividend in the current year, same as the prior year. Section 172 Statement The Directors continue to act in a way that they consider, in good faith, to be most likely to promote the success of the Group for the benefits of the members as a whole, and in doing so have regard, amongst other matters, to: • the likely consequences of any decision in the long term; • the interests of the Group’s employees; • the need to foster the Group’s business relationships with suppliers, customers and others; • the impact of the Group’s operations on the community as well as the environment; • the need to act fairly as between members of the Group, • the desirability of the Group maintaining a reputation for high standards of business conduct, and • the need to act fairly as between members of the Group. The Board has always recognised the relationships with key stakeholders as being central to the long-term success of the business and therefore seeks active engagement with all stakeholder groups, to understand and respect their views, in particular of those with the communities in which it invests, its host governments, employees and suppliers. The Group is an early-stage investment group quoted on a minor exchange and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board’s broad and specific intentions and the rationale for its decisions. The Group has sought to pay its directors and creditors promptly and keeps its costs to a minimum to protect shareholders’ funds. When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration. The Group has incurred limited expenditure to date, it had no employees during the year other than directors until it acquired R3 Sport Limited close to year end, on 29 December 2025. As such, the application of the requirements of this part of Section 172 will be better demonstrated in future periods as the Group currently has two employees. The Board is committed to the fair treatment of all employees across the Group and recognises the importance of attracting and retaining talented individuals as the business grows Post Balance Sheet Events The directors have commenced a fundraising exercise to raise gross proceeds of approximately £5 million ($7 million). Proceeds are to fund the Group’s expansion into the US, increase working capital and enable further investment in its subsidiaries and other new opportunities. The loan balance of £250,000 was repaid to Campana Investments Limited on 4 February 2026. The legacy Resource assets in Austria have been transferred into a new Luxembourg Company called Sungate Resources SARL to make them more attractive to a potential acquirer or investor. Campana Investments Limited exercised its warrants, and its 100 million warrants were allotted to the Company post year end upon receipt of £1.2 million by the Group. Jonathan Rowland Executive Chairman 30 June 2026
Directors' report The Directors of the Company accept responsibility for the contents of this announcement. -Ends- For further information please contact: The Company Jonathan Rowland
info@vvvsports.pro Aquis Corporate Adviser / Broker AlbR Capital Limited +44 20 7 469 0930 __________________________________________________________________________________________ The directors present their report on the Group’s audited financial statements for the year ended 31 December 2025. Principal activity The principal activity of the Group was that of an “Investment Vehicle” to identify investment opportunities and acquisitions in companies in various mineral sectors. The Group has focused on identifying opportunities for acquisition, exploration and development of mineral projects in suitable, relatively low-risk jurisdictions. However, since our new directors have come on board in April 2025, the Group’s future principal activity with be that of the sports and media sector. Results and dividends The statement of profit and loss or other income is set out on page 16 and has been prepared in Sterling, the functional and reporting currency of the Group. The Group’s net loss attributable to equity holders of VVV Sports Limited for the period was £2,311,000 (2024: loss of £291,000). No dividends have been paid or proposed in either year. Review of the business and future developments A full review of the Group’s performance, financial position and future prospects is given in the Chairman’s Report. Directors and their interests The directors who have served on the board of the parent company during the year and to the date of this report were as follows: Mahesh Pulandaran Jim Williams (Resigned 31 January 2025) Benjamin Hill (Resigned 2 September 2025) David Ajemian (Appointed 6 February 2025, resigned 12 May 2025) Jonathan Rowland (Appointed 17 April 2025) Richard Walker-Morecroft (Appointed 17 April 2025) Sam Kemp (Appointed 11 December 2025) Olivia Nichols (Appointed 11 December 2025) The interests of serving the Directors at 31 December 2025 in the ordinary share capital of the VVV Group of Companies (all beneficially held) were as follows:
| | 31 December 2025 | 31 December 2024 |
| | No. Shares | No. Options | No. Shares | No. Options |
| | | | | |
| Mahesh Pulandaran | 335,334 | 40,000 | 335,334 | 40,000 |
| | | | | |
Directors' report (continued) __________________________________________________________________________________________ Substantial shareholdings Other than as summarised below, the Directors have not been advised of any individual interest, or group or interests held by persons acting together, which at xx June 2026 exceeded 3% of the Parent Company’s issued share capital.
| | Number of
Ordinary Shares held | Percentage of
issued share capital |
| Campana Investments Limited | 200,000,000 | 28.50% |
| Jonathan Rowland | 190,303,580 | 27.12% |
| Nikhil Mohindra | 81,558,677 | 11.62% |
| Vidacos Nominees Limited | 53,230,890 | 7.59% |
| Linley Limited | 37,346,716 | 5.32% |
| Samuel Jones | 23,652,016 | 3.37% |
Employees The parent company has no directly employed personnel. The Group employs two members of staff through its subsidiary, R3 Sport Limited, which was acquired on 29 December 2025. One of these individuals also serves as an Executive Director of the parent company. The Board is committed to the fair treatment of all employees across the Group and recognises the importance of attracting and retaining talented individuals as the business grows Creditor payment policy The policy of the group is to: (a) Agree the terms of payment with suppliers when settling the terms of each transaction; (b) Ensure that suppliers are made aware of the terms of payment by inclusion of all the relevant terms in contracts; and (c) Pay in accordance with its contractual and other legal obligations provided suppliers comply with the terms and conditions of supply. Directors’ liability As permitted by the BVI Business Companies Act, 2004 (Revised 2020), the Group is entitled to purchase insurance cover for the Directors against liabilities in relation to the Group. Charitable donations During the period, the Group made no charitable donations (2024: £Nil). Financial reporting The Board has ultimate responsibility for the preparation of the annual audited accounts. A detailed review of the performance of the Group is contained in the Chairman’s report. Presenting the Chairman’s report and Director’s Report, the Board seeks to present a balanced and understandable assessment of the Group’s position, performance and prospects. Internal control A key objective of the Directors is to safeguard the value of the business and assets of the Group. This requires the development of relevant policies and appropriate internal controls to ensure proper management of the Group’s resources and the identification and mitigation of risks which might serve to undermine them. The Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. It should, however, be recognised that such a system can provide only reasonable and not absolute assurance against material misstatement or loss. Directors' report (continued) __________________________________________________________________________________________ Events after the end of reporting period The directors have commenced a fundraising exercise to raise gross proceeds of approximately £5 million ($7 million). Proceeds are to fund the Group’s expansion into the US, increase working capital and enable further investment in its subsidiaries and other new opportunities. The loan balance of £250,000 was repaid to Campana Investments Limited on 4 February 2026. The legacy Resource assets in Austria have been transferred into a new Luxembourg Company called Sungate Resources SARL to make them more attractive to a potential acquirer or investor. Risk management The directors have in place a process of regularly reviewing risks to the business and monitoring associated controls, actions and contingency plans. The Group’s principal risks and uncertainties, including financial risk management policies, are set out in the Corporate Governance Statement and in Note 18. Principal risks The Parent Company is an investment vehicle, and its principal risk has been the carrying value of its intangible asset (Mitterberg Copper Project) acquired during 2023 as well as being able to raise further capital to continue to its growth objectives. The Group's strategy is to follow an appropriate risk policy, which effectively manages exposures related to the achievement of business objectives. The Board is responsible for approving the Group's strategy and determining the appropriate level of risk. The key risks which the Group faces are detailed as follows: Business and investment performance risk Business performance risk is the risk that the Group may not perform as expected either due to internal factors or due to competitive pressures in the markets in which they operate. The Group seeks investments in companies with growth potential. The Directors identify suitable investment opportunities in accordance with its investment strategy. By their nature, the companies that VVV intends to invest in, whether quoted or unquoted, are more volatile than larger, more established businesses and less robust to withstand economic pressures. The risk is that the Group’s investments may encounter circumstances that result in a loss of value which could in turn damage the Parent Company’s share price. The Board is of the view that obtaining timely information on the position of its investments is the most effective management tool and to reduce this risk has put in place monitoring reports on the performance of, and regular dialogue with, the boards of the Group’s investments. Valuation risk Valuation risk is the risk that the value of the investment and or intangible asset when made was overstated. The Board seeks to mitigate this risk by conducting due diligence on the history and prospects of investment targets and sourcing independent valuations and opinions. The risk is further mitigated by seeking to invest where there is a high valuation margin (valuation per share compared to price paid per share) and the prospect of early returns. Political risk All countries carry political risk that can lead to interruption of activity. Politically stable countries can have enhanced environmental and social risks, risks of strikes and changes to taxation, whereas less developed countries can have, in addition, risks associated with changes to the legal framework, civil unrest and government expropriation of assets. The Group has working knowledge of the countries in which the joint venture/ the group holds exploration licences, and its local joint venture partner/agent has experienced local operators to assist the Group in its management of its investment in order to help reduce possible political risk. Directors' report (continued) __________________________________________________________________________________________ Review of business and financial performance The ongoing performance of the Group is managed and monitored using a number of key financial and non-financial indicators (“KPIs”) on a monthly basis: Cash position Having sufficient cash for business operations is vital for the Group and must be managed accordingly. The Directors review and manage the Group’s cash flow on a monthly basis. The financial strategy is to ensure that, wherever possible, there are sufficient funds to cover corporate overheads and exploration expenditure for as long a period as possible. Management has confidence that financing of the Group can continue as and when required, albeit the board is keen to avoid excessive dilution and will manage the financing process with that objective in mind. Furthermore, the Group has ensured that where possible it has built operational flexibility in its corporate and exploration expenditure to be paused should the financing environment prove difficult and cash preservation prove essential. Corporate Governance The Directors have not formally adopted any Code as they are not required to but are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Group’s size and nature, they intend to comply with the Quoted Companies Alliance Corporate Governance Code where appropriate. Following the Group’s Admission, and due to the size and nature of the Group, audit and risk management issues will be addressed by the Directors as a whole, rather than by separate committees. As the Group develops, the Board will consider establishing separate audit and risk management committees and will consider developing further policies and procedures, which reflect the principles of good governance. The Group has adopted a share dealing code for dealings in securities of the Group by the Directors and Persons Discharging Managerial Responsibility which is appropriate for a group whose shares are traded on the Aquis Stock Exchange (“AQSE”) Growth Market. This will constitute the Group’s share dealing policy for the purpose of compliance with UK Legislation including the Market Abuse Regulation and Rule 71 of the AQSE Exchange Rules. It should be noted that the insider dealing legislation set out in the UK Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Group and dealings in Ordinary Shares. The Group has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with both the UK Bribery Act 2010 and the Market Abuse Regulations. Going concern Whilst the Group recorded a loss for the year ended 31 December 2025, this was principally attributable to a non-cash impairment charge relating to the acquisition of investments during the year. The Directors have prepared cash flow forecasts for the period to 30 June 2027. These forecasts, together with the post-period fundraising exercise announced in May 2026, provide the Directors with reasonable confidence that the Group has sufficient resources to meet its liabilities as they fall due for a period of not less than twelve months from the date of approval of these financial statements. Accordingly, the Directors have prepared the financial statements on a going concern basis. 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. Directors' report (continued) __________________________________________________________________________________________ Statement of directors’ responsibilities BVI company law requires the directors to keep reliable accounting records which correctly explain the transactions of the Group, enable the financial position of the Group to be determined with reasonable accuracy at any time and allow financial statements to be prepared. The shareholders have resolved, in accordance with the BVI Business Companies Act (Revised 2020) and the Articles of Association, that the Directors prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group and of its profit or loss for that period. On this basis the Directors have elected to prepare the financial statements for the Group in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. In preparing these financial statements, International Accounting Standard 1 requires that the Directors: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the accounts; and prepare the accounts on the going concern basis unless it is inappropriate to presume that the group will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the BVI Business Companies Act (Revised 2020). They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities. Website publication The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Parent Company’s website. Legislation in the United Kingdom and the BVI governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.
Auditor The Directors will place a resolution before the Annual General Meeting to re-appoint Pointon Young as auditors for the coming year. Disclosure of Information to auditors We, the directors of the Parent Company who held office at the date of approval of these financial statements as set out above each confirm, so far as we are aware, that: there is no relevant audit information of which the Group’s auditors are unaware. we have taken all the necessary steps that we ought to have taken as directors in order to make ourselves aware of all relevant audit information and to establish that the Group’s auditors are aware of that information. By order of the Board of Directors Jonathan Rowland Director 30 June 2026
Independent auditor’s report to the members of VVV Sports Limited __________________________________________________________________________________________ Opinion We have audited the financial statements of VVV Sports Limited (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2025 which comprise: the Consolidated Statement of Profit or loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the consolidated financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted International Financial Reporting Standards (IFRSs). In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: give a true and fair view of the state of the Group’s and of the Parent 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 adopted International Financial Reporting Standards (IFRSs); and the financial statements have been prepared in accordance with the requirements of the BVI Business Companies Act (Revised 2020). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, 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. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. Independent auditor’s report to the members of VVV Sports Limited (cont’d)
| Key Audit Matter | How our scope addressed this matter |
| Classification and valuation of investments made in the year | |
| The Group has changed significantly in the current year with an increased group structure at year end through the incorporation of a new company and a number of acquisitions. The nature of the ownership structure is complex and requires detailed review of ownership and control of the entities acquire to deem the appropriate accounting treatment – business combination or equity accounting. | Our work in this area included: Confirmation of ownership of investments; Obtaining the agreements underpinning the investments and understanding the key terms; Considering the criteria within IAS 28 Investments in Associates and Joint Ventures and determine if the accounting treatment of the acquired entities are in accordance with the standard, including corroboration to relevant supporting documentation or correspondence. Consider ownership percentage, as well as any indications of significant influence, control, or joint control; Considerations of recoverability of the investment by reference to underlying net asset value; and Obtaining and reviewing Board impairment and valuation papers in respect of the investment, providing appropriate challenge and corroboration for any key assumptions made. We have reviewed the accounting treatment of the investments in the acquisitions of R3 Sport Limited, incorporation of Pickleball Ventures Sarl in the year which acquired Wild Pickleball Agency. We concur with the accounting treatment of the acquisitions in the year in that R3 Sport Limited is accounted for as a business combination and Pickleball Ventures Sarl and Wild Pickleball Agency is equity accounting being an investment in a joint venture at year end. |
| Classification and valuation of intangible fixed assets – exploration licences and Goodwill (Refer note 10) | |
| Licences The investment made during the previous financial year (2023) in the exploration licences for the Mitterberg Copper Project in Austria is now the most significant balance in the financial statements. There is a risk that the requirements of IFRS 6 and IAS 38 have not been applied appropriately, and that the balance has been inappropriately classified and recorded in the financial statements. Given the exploration activities in the project are still at a relatively early stage due to being acquired late in the previous financial year, there is a risk that the investment balances are not fully recoverable. Goodwill The investment in R3 Sport Limited during the year resulted in the recognition of £2,727,000 goodwill being the difference between consideration paid for the acquisition (in shares) and the assets and liabilities acquired. The risk is that the goodwill may not be accurately calculated and may requirement impairment. | Our work in this area included: Confirmation of ownership and title of the licences; Obtaining the agreements underpinning the acquisition of the licences and understanding the key terms; Considering the criteria within IRFS 6 and IAS 38 and determine if the accounting treatment of the acquisition of the licences are in accordance with the standard, including corroboration to relevant supporting documentation or correspondence. Considerations of recoverability of the investment by reference to underlying net asset value, including the recoverability potential of the underlying exploration project; and Considering possible impairment of the licences. Obtained all legal documents regarding the acquisition of R3 Sport Limited and management’s calculation of goodwill based on SPA and completion accounts for R3 Sport Limited. Reviewed and challenged management’s cashflow forecasts that support their impairment review completed in relation to goodwill carried out at year end. We have reviewed the accounting treatment of the acquisition of the exploration licences. The capitalisation as intangible assets appear to meet the requirements of IFRS 6 and where appropriate IAS 38. In forming our opinion on the financial statements, we draw to the user’s attention the critical accounting judgement and key sources of estimation uncertainty disclosures in Note 3 of the financial statements, which states that the Directors have completed an impairment review of the intangible assets and believe no write down is needed. We concur with management’s conclusion that no impairment is required for these exploration licences and goodwill. |
Independent auditor’s report to the members of VVV Sports Limited (continued) __________________________________________________________________________________________ Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage, materiality is used to determine the financial statement areas that are included within the scope of our audit and the extent of sample sizes during the audit. We determined our overall financial statement materiality to be £82,340 (2024: £10,000), based on 2% of gross assets. We consider gross assets to be the most significant determinant of the Group’s financial position and performance used by shareholders, with the key financial statement balances being intangible exploration and evaluation assets and cash and cash equivalents. The going concern of the group is dependent on its ability to fund operations going forward, as well as on the valuation of its assets, which represent the underlying value of the group. We set performance materiality at £48,440 (2024: £6,000), 60% of overall financial statement materiality to reflect the risk associated with the judgemental and key areas of management estimation within the financial statements. We agreed with the board of directors that we would report to the committee all audit differences identified during the course of our audit in excess of £4,200 (2024: £500). No significant changes have come to light through the audit fieldwork which has caused us to revise our materiality figure. Our approach to the audit In designing our audit, we determined materiality (as detailed above) and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of assessing the carrying value and recoverability of investments, and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going-concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: Reviewing the cashflow forecasts prepared by the Directors for the period up to 30 June 2027, providing challenge to key assumptions and reviewing for reasonableness; A comparison of actual results for the year to past budgets to assess the forecasting ability and accuracy of the Directors; Revieing post year-end EQS News Service announcements and held discussions with management on plans for the future of the business; and We have assessed the adequacy of going concern disclosures within the Annual Report and Accounts. 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 group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Independent auditor’s report to the members of VVV Sports Limited (continued) __________________________________________________________________________________________ Other information The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • the information given in the Chairman’s Statement (incorporating 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 those reports have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Chairman’s Statement (incorporating the Strategic Report) and the Directors’ Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit; or • a corporate governance statement has not been prepared by the parent company. Responsibilities of directors As explained more fully in the statement of directors’ responsibilities, set out on page 9, 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 group’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 group or to cease operations, or have no realistic alternative but to do so. Auditor’s 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 Independent auditor’s report to the members of VVV Sports Limited (continued) __________________________________________________________________________________________ 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the group and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector. We determined the principal laws and regulations relevant to the group in this regard to be those arising from: AQSE Growth Market rules BVI Business Companies (2020 Revised) We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to: enquiries of management; review of board minutes; and review of EQS News Service announcements. We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, the potential for management bias was identified in relation to the valuation of biological assets and as noted above, we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate. As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. 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 for the audit of the financial statements is located on the Financial Reporting Council’s website at:
https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for This description forms part of our auditor’s report. Independent auditor’s report to the members of VVV Sports Limited (continued) __________________________________________________________________________________________ Other matters which we are required to address We were appointed by the Board of Directors on 2 April 2026 to audit the financial statements for the period ending 31 December 2025. Our total uninterrupted period of engagement is 5 years, covering the periods ending 31 December 2021 to 31 December 2025. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit. Use of our report This report is made solely to the parent company’s members, as a body, in accordance with our engagement letter dated 26 June 2026. Our audit work has been undertaken so that we might state to the Parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed. Rakesh Chauhan FCCA (Senior Statutory Auditor) For and on behalf of: Pointon Young Chartered Accountants, Statutory Auditor 33 Ludgate Hill Birmingham B3 1EH 30 June 2026
Financial statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended to 31 December 2025 __________________________________________________________________________________________
| | | Year ended
31 December 2025 | Year ended 31 December 2024 |
| | Note | £’000 | £’000 |
| | | | |
| Revenue | 4 | | |
| Investment income | | - | - |
| | | | |
| Total revenue | | - | - |
| | | | |
| Administration expenses | | (366) | (191) |
| Share based payment release | 16 | 65 | - |
| Expenses settled by issuance of shares | 7 | (13) | (100) |
| Share warrant expense | 16 | (11) | - |
| | | | |
| Operating loss | 5 | (325) | (291) |
| | | | |
| Finance costs | | - | - |
| Other income | | 5 | - |
| Impairment of investment in subsidiary and related party | 11 | (1,991) | - |
| | | | |
| Loss before taxation | | (2,311) | (291) |
| | | | |
| Taxation | 8 | - | - |
| | | | |
| | | | |
| Loss for the period attributable to equity holders of the parent company | | (2,311) | (291) |
| | | | |
| Other comprehensive income | | | |
| Translation exchange (loss)/gain | | - | - |
| Impairment of investment in joint venture | | - | (136) |
| Other c
en | VGG9470B1004 | VVV SPORTS LIMITED | boerse | 69665596 |
|
