from VVV Resources Limited (isin : VGG9470B1004)
VVV Sports Limited: Annual Report and Consolidated Financial Statements for the year ended 31 December 2025
VVV Sports Limited (VVV) 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
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
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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:
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.
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:
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and t | ||||||||||||||||||||||||||||||||||||||||||||||