VVV Sports Limited: Annual Report and Consolidated Financial Statements for the year ended 31 December 2025

VVV Sports Limited (VVV)

VVV Sports Limited: Annual Report and Consolidated Financial Statements for the year ended 31 December 2025

01-Jul-2026 / 07:00 GMT/BST

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

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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)

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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)

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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)

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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)

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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

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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)

Independent auditor’s report to the members of VVV Sports Limited (continued)

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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)

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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)

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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:

This description forms part of our auditor’s report.

Independent auditor’s report to the members of VVV Sports Limited (continued)

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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

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The accompanying accounting policies and notes form part of these financial statements.

Consolidated Statement of Financial Position as at 31 December 2025

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The financial statements of VVV Sports Limited (registered number 1960948) were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

Jonathan Rowland

Director

The accompanying accounting policies and notes form part of these financial statements.

Consolidated Statement of Changes in Equity for the year ended 31 December 2025

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The accompanying accounting policies and notes form part of these financial statements.

Consolidated Statement of Cash Flows for the year ended to 31 December 2025

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The accompanying accounting policies and notes form part of these financial statements.

Notes to the consolidated financial statements

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Notes to the financial statements (continued)

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• New standards, amendments and interpretations adopted by the Group

  During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time.

  Standard Effective date, annual period beginning on or after

  Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025

  Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.

  Standards issued but not yet effective:

  At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by IASB. None of these Standards or amendments to existing Standards have been adopted early by the Group.

  Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.

  Standard Effective date, annual period beginning on or after

  Amendments IFRS 9 and IFRS 7 disclosures and its accompanying guidance 1 January 2026

  IFRS 18 Presentation and Disclosures in Financial Statements 1 January 2027

  IFRS 19 Subsidiaries without Public Accountability: Disclosures issued 1 January 2027

  IFRS 20 Regulatory Assets and Regulatory Liabilities 1 January 2029

  The adoption of these standards is not expected to have any material impact on the financial statements of the Group.

• 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.

  They have, therefore, 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.

Notes to the financial statements (continued)

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• Fees payable to the Group’s auditors for bookkeeping services

• 8

• 8

The amount of the tax losses in VVV Resources Australia Pty Ltd that are available but in respect of which no deferred tax asset has been recognised amounted to £Nil (2024: £1,000). No deferred tax asset has been recognised in respect of the tax losses due to unpredictability of future profit streams.

* A 25% company tax rate applies to eligible companies with less than AU$ 50 million annual turnover.

Notes to the financial statements (continued)

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(i) Licenses

On 12 October 2023, the Parent Company signed an unconditional Sale and Purchase Agreement with a consortium of owners (now shareholders) to acquire the Mitterberg Copper Project in Austria. This SPA superseded a previous SPA signed in March 2022 where conditions precedent had not been met.

The consideration payable was £350,000. An outstanding loan related to the previous SPA and recent legal costs associated with the current SPA of £20,000 have been deducted from the purchase price. The remainder consideration comprised: 297,000 payable in VVV shares priced at a deemed £0.10 for 2,970,000 Ordinary Shares in the Parent Company and £33,000 cash payment.

The Mitterberg Copper Project is located approximately 60 kilometres south of Salzburg, Austria and comprises 198 contiguous exploration licences over an area of some 90 square kilometres. It is considered the largest copper occurrence in the area defined as the Eastern Alps and is considered a “brownfield” site. It is reported that copper mining commenced during prehistoric times and recommenced around 1830 until 1977 when the mines were closed due to low copper prices at the time. According to historic data, more than 120,000 tonnes of copper have been extracted and during the 1970’s it is reported that approximately 200,000 tonnes of copper-rich mineralisation with an average copper grade of 1.4% was mined annually.

As per Note 22 Events after the Balance Sheet Date, 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.

Notes to the financial statements (continued)

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• 10

• Intangible assets and goodwill (continued)

(ii) Goodwill

On 29 December 2025, the Group acquired the entire share capital of R3 Sport Limited, a related party, subject to Admission, for 300,000,000 Consideration shares. The acquisition resulted in Goodwill of £2,727,000 arising and was calculated as follows:

As the above assets and liabilities were acquired on 29 December 2025, the above balances have been consolidated in these group financial statements and disclosed in the notes to the financial statements.

The fair value of these financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value. As the balance sheet date, £250,000 was owed by a related party, a company which the Group has invested in post year end. In addition, the Group has amounts outstanding amounting to £399,600 from Pickleball Ventures Sarl, an entity incorporated during the year as a subsidiary of the Group however became as associate before year end as part of the acquisition of Wild Pickleball Agency in Spain during October 2025. The remaining £195,000 of amounts due from group undertakings has been consolidated following the R3 Sport Limited acquisition, due to its balance owed by MRH Sport Limited at year end.

The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value. Amounts relating to the issuing of shares relates to the shares outstanding at year end following the acquisition of Re Sport Limited and have been issued to shareholders post balance sheet date. See related party transaction note and post balance sheet event note for details of the amounts owed to significant shareholder.

• 16

• Share based payments

Share Options

The Parent Company operates share option schemes for certain employees (including directors). Options are exercisable at the option price agreed at the date of grant. The options are settled in equity once exercised. The expected life of the options is 5 years. All options issued in the period to 31 December 2022 vested immediately, with no vesting requirements.

Details of the number of share options and the Weighted Average Exercise Price (WAEP) outstanding during the period are as follows:

The share options outstanding at the end of the period have a weighted average remaining contractual life of 0 years (2024: 0.42) years and have the following exercise prices and fair values at the date of grant:

Notes to the financial statements (continued)

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• 16

• Share based payments (continued)

At 31 December 2025 Nil options were exercisable (2024: 170,000). All options lapsed during the current financial year and have been released to the consolidated profit and loss account showing a release of £65,000 (2024: £Nil).

For those options and warrants granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-Scholes model. The inputs into the model for the current and prior year were as follows:

Expected volatility was determined by calculating the historical volatility of similar listed companies share prices for 12 months prior to the date of grant. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The Company issued warrants to Campana Investments Limited on 16 June 2025. Each warrant gives the warrant holder the right to subscribe to one ordinary share at a price of £0.012 per share and will expire on 15 June 2028. Details of the number of warrants and the weighted average exercise price (WAEP) outstanding during the year are set out below.

During the year, the Company recognised a total warrant expense of £11,000 (2024: Nil). The fair value of warrants granted is calculated using a Black-Scholes pricing model. The model is internationally recognised as being appropriate to value warrants. The total number of warrants outstanding at 31 December 2025 were 100,00,000 (2024: Nil).

The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options were granted. The following table lists the inputs to the model.

Notes to the financial statements (continued)

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Cash and cash equivalents and trade payables and accruals shown above are at their carrying amount which equates to their fair value for both period ends.

22 Events after the end of reporting period

On 26 May 2026, the directors 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.

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