ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 09241693

VIVAR GLOBAL LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

VIVAR GLOBAL LIMITED

CONTENTS

	Page
Company information	1
Group strategic report	2 - 4
Directors' report	5
Directors' responsibilities statement	6
Independent auditor's report	7 - 10
Consolidated profit and loss account	11
Consolidated statement of comprehensive income	12
Consolidated balance sheet	13
Company balance sheet	14
Consolidated statement of changes in equity	15
Company statement of changes in equity	16
Consolidated statement of cash flows	17 - 18
Notes to the financial statements	19 - 43

VIVAR GLOBAL LIMITED

COMPANY INFORMATION

Directors	L Mazue
	P Ginestie


Registered number	09241693


Registered office	Elsley Court
	20-22 Great Titchield Street
	London
	WIW 8BE


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

VIVAR GLOBAL LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for the year ended 31 December 2024.

Business review

The principal activity of the company continued to be that of management consultancy services. The principal activity of the group continued to be that of hotel management across Europe and Asia.
The directors are satisfied with the performance of the company for the year 2024, which has traded in line with expectations.
2023 benefited from the surge in travelling that happened post COVID-19. In 2024, the growth was more moderate for the hotel operations. Turnover from hotel operations in Bali and Madrid grew by 16% from 2023 but fell by 7% in Amsterdam.
The group accounted for revenue of €1.25m from hotel operations in Phuket in the first quarter of 2023 but as a result of the reorganisation that took place later in the year, Phuket was no longer part of the group in 2024.
Therefore, the total revenue reported from hotel operations decreased from €8.74m in 2023 to €7.46m in 2024.
The level of property sales in each year can be variable. The directors are pleased that these amounted to €5.96m in 2024. The equivalent amount in 2023 was €7.39m.
During the year, the group has recognised exceptional expenses of €4.59m in relation to one development site. This relates to a review of previously capitalised items which no longer met the criteria for capitalisation.
It is to be noted that the group reports an ‘other finance expense’ of €3.05m. This expense mainly relates to foreign exchange differences arising from revaluation of intragroup current accounts and is an unrealized exchange loss.
The group is satisfied with the total revenue of €13.4m and adjusted net profit of €4.03m (net profit for the financial year excluding the exceptional administrative expenses and other finance expense).
Following a good year of 2024, going forward, the focus for the group remains on operating hotels in Bali, Amsterdam and Madrid and on property sales in Niseko.

Page 2

VIVAR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The group’s operations expose it to a moderate level of financial risk that includes the effects of the following specific items noted below.
Given the size of the group, the directors determine the financial risk management policies and procedures and delegates responsibility for their implementation to the group's finance department.
The group's principal financial instruments comprise bank balances, current asset investments and trade debtors and creditors.
Due to the nature of the business, there is no significant exposure to price risk or credit risk. The group's approach to managing other risks applicable to financial instruments is shown below.
Liquidity, cash flow and interest rate risks
The directors monitor bank and current asset investments to ensure that the group has sufficient available funds for the group's ongoing expenditure, and to evaluate the return on cash balances held.
Foreign exchange risk
The group is exposed to changes in foreign exchange rates. These rates are monitored and appropriate action taken where necessary.
Competitive risk
The group operates in a market where there is significant competition from other hotel operations. Ongoing monitoring of services offered as well as diversification of revenue streams through property sales, are essential to maintaining a competitive position in the market and therefore growth.

Financial key performance indicators

We consider that the group’s financial key performance indicators are those that demonstrate the financial performance and strength of the group as a whole. These included but are not limited to, turnover, gross operating profit, the level of fixed assets and inventory and the balance sheet total. These are reflected in the primary statements in the attached financial statements and show improving financial performance and equity position, together with positive operating cashflows in 2024.
Total turnover has decreased from €16.1m to €13.4m, primarily due to Phuket not being part of the group anymore (2023: turnover of €1.25m from Phuket), as well as a lesser value of properties sold in Niseko (€5.96m vs €7.39m in 2023).
The group reported a loss of €3.6m for the financial year (2023: loss of €7.49m). However, the result of the group, when excluding the exceptional administrative expenses and other finance expense, was a profit of €4.03m.
During the financial year, the net cash generated from operating activities amounted to €4.78m and the net cash and cash equivalents increased by €2.88m to €11.39m at year end.
The total net assets value of the group was €55.46m at year end (2023: €55.09m).

Page 3

VIVAR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

The other non-financial key performance indicators include occupancy rates across the group hotel operations. The directors are mindful of the impact of occupancy and therefore deem it a significant indicator of performance, with rates being regularly reviewed and investigated.

This report was approved by the board and signed on its behalf.

L Mazue

Director

Date: 21 October 2025

Page 4

VIVAR GLOBAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The loss for the year, after taxation, amounted to €3,606,593 (2023 - loss €7,908,441).

The directors do not recommend a dividend.

The directors who served during the year were:

L Mazue

F Ginestie (resigned 1 April 2024)

P Ginestie (appointed on 1 April 2024)

Matters covered in the Group strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditor is aware of that information.

This report was approved by the board and signed on its behalf.

L Mazue

Director

Date: 21 October 2025

Page 5

VIVAR GLOBAL LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

VIVAR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIVAR GLOBAL LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion

We have audited the financial statements of Vivar Global Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated profit and loss account, the consolidated statement of comprehensive income, the consolidated balance sheet, the company balance sheet, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated statement of cash flows and the notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

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 or the parent company'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.

Page 7

VIVAR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIVAR GLOBAL LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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 group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the group strategic report and the directors' report 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 its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or 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, 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 6, 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 and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 8

VIVAR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIVAR GLOBAL LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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 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 Group 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:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company and group through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company and group operater;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with tax authorities.

Page 9

VIVAR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIVAR GLOBAL LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor's responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Mahmood Ramji (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

WC2B 5AH

Date: 27 October 2025

Page 10

VIVAR GLOBAL LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	€	€


Turnover	4	13,412,123	16,121,017
Cost of sales		(3,993,450)	(5,210,246)
Gross profit		9,418,673	10,910,771
Administrative expenses		(5,181,067)	(4,321,110)
Exceptional administrative expenses	5	(4,592,369)	-
Other operating income		78,929	39,080
Operating (loss)/profit	6	(275,834)	6,628,741
Income from other participating interests		82,371	125,203
Loss on disposal of subsidiary investments	7	-	(13,253,394)
Interest receivable and similar income	10	89,844	29,922
Interest payable and similar expenses	11	(7,668)	(12,256)
Other finance expense	12	(3,047,976)	-
Loss before tax		(3,159,263)	(6,481,784)
Tax on loss	13	(447,330)	(1,005,153)
Loss for the financial year		(3,606,593)	(7,486,937)

Loss for the year attributable to:
Non-controlling interests	-	421,504
Owners of the parent	(3,606,593)	(7,908,441)
	(3,606,593)	(7,486,937)

The notes on pages 19 to 43 form part of these financial statements.

Page 11

VIVAR GLOBAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
				€	€

Loss for the financial year	(3,606,593)	(7,486,937)
Other comprehensive income
Currency translation differences	3,978,907	(4,033,293)
Other comprehensive income for the year	3,978,907	(4,033,293)
Total comprehensive income for the year	372,314	(11,520,230)

(Loss) for the year attributable to:
Non-controlling interest	-	421,504
Owners of the parent company	(3,606,593)	(7,908,441)
	(3,606,593)	(7,486,937)

Total comprehensive income attributable to:
Non-controlling interest	-	115,026
Owners of the parent company	372,314	(11,635,256)
	372,314	(11,520,230)

Page 12

REGISTERED NUMBER:09241693

VIVAR GLOBAL LIMITED

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		€		€

Fixed assets
Intangible assets	14		150,702		148,502
Tangible assets	15		25,863,985		24,098,910
Investments	16		1,121,857		1,001,215
			27,136,544		25,248,627
Current assets
Stocks	17	13,381,381		21,755,070
Debtors	18	5,591,897		1,788,385
Current asset investments	19	1,300,000		1,578,109
Cash at bank and in hand	20	11,389,863		8,510,585
		31,663,141		33,632,149
Creditors: amounts falling due within one year	21	(2,651,590)		(3,117,990)
Net current assets			29,011,551		30,514,159
Total assets less current liabilities			56,148,095		55,762,786
Provisions for liabilities
Deferred taxation	22	(689,535)		(676,540)
			(689,535)		(676,540)
Net assets			55,458,560		55,086,246

Capital and reserves
Called up share capital	23	206,708	206,708
Revaluation reserve	24	577,276	577,276
Other reserves	24	40,795	40,795
Profit and loss account	24	54,633,781	54,261,467
Total Equity		55,458,560	55,086,246

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 October 2025 by:

L Mazue

Director

The notes on pages 19 to 43 form part of these financial statements.

Page 13

REGISTERED NUMBER:09241693

VIVAR GLOBAL LIMITED

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		€		€

Fixed assets
Investments	16		2,104		950
			2,104		950
Current assets
Debtors	18	196,076		919,734
Cash at bank and in hand	20	582,861		69,210
		778,937		988,944
Creditors: amounts falling due within one year	21	(557,019)		(751,411)
Net current assets			221,918		237,533
Total assets less current liabilities			224,022		238,483


Net assets			224,022		238,483

Capital and reserves
Called up share capital	23		206,708		206,708
Profit and loss account brought forward		31,775		47,579
Loss for the year		(24,824)		(21,704)
Currency translation		10,363		5,900
Profit and loss account carried forward			17,314		31,775
			224,022		238,483

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 October 2025 by:

L Mazue

Director

The notes on pages 19 to 43 form part of these financial statements.

Page 14

VIVAR GLOBAL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Other reserves	Profit and loss account	Equity attributable to owners of parent company	Non-controlling interests	Total equity
	€	€	€	€	€	€	€
At 1 January 2023	206,708	577,276	40,795	76,736,164	77,560,943	15,296,252	92,857,195
Comprehensive income for the year
Loss for the financial year	-	-	-	(7,908,441)	(7,908,441)	421,504	(7,486,937)
Currency translation differences	-	-	-	(3,726,815)	(3,726,815)	(306,478)	(4,033,293)
Total comprehensive income for the year	-	-	-	(11,635,256)	(11,635,256)	115,026	(11,520,230)
Contributions by and distributions to owners
Acquisition of non-controlling interest	-	-	-	(10,839,441)	(10,839,441)	9,515,722	(1,323,719)
Disposal of Subsidiary	-	-	-	-	-	(24,927,000)	(24,927,000)

At 1 January 2024	206,708	577,276	40,795	54,261,467	55,086,246	-	55,086,246
Comprehensive income for the year
Loss for the year	-	-	-	(3,606,593)	(3,606,593)	-	(3,606,593)
Currency translation differences	-	-	-	3,978,907	3,978,907	-	3,978,907
Total comprehensive income for the year	-	-	-	372,314	372,314	-	372,314
At 31 December 2024	206,708	577,276	40,795	54,633,781	55,458,560	-	55,458,560

The notes on pages 19 to 43 form part of these financial statements.

Page 15

VIVAR GLOBAL LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	€	€	€	€
At 1 January 2023	206,708	17	47,579	254,304
Comprehensive income for the year
Loss for the financial year	-	-	(21,704)	(21,704)
Currency translation differences	-	(17)	5,900	5,883
Total comprehensive income for the year	-	(17)	(15,804)	(15,821)

At 1 January 2024	206,708	-	31,775	238,483
Comprehensive income for the year
Loss for the financial year	-	-	(24,824)	(24,824)
Currency translation differences	-	-	10,363	10,363
Total comprehensive income for the year	-	-	(14,461)	(14,461)
At 31 December 2024	206,708	-	17,314	224,022

The notes on pages 19 to 43 form part of these financial statements.

Page 16

VIVAR GLOBAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			€	€

Cash flows from operating activities
Loss for the financial year	(3,606,593)	(7,486,937)
Adjustments for:
Amortisation of intangible assets	48,539	48,544
Depreciation of tangible assets	1,110,007	1,005,715
Loss on disposal of tangible assets	-	47,726
Loss on disposal of subsidiaries	-	13,253,394
Interest paid	76,608	76,608
Interest received	(89,844)	(29,922)
Taxation charge	447,330	1,005,152
Decrease in stocks	11,655,043	4,989,918
(Increase) in debtors	(103,026)	(2,751,547)
(Increase)/decrease in amounts owed by associates	(99,525)	482,317
(Decrease) in creditors	(187,612)	(1,123,207)
Increase in amounts owed to groups	12,863	226,839
Share of operating (loss) in associates	(82,371)	(125,203)
Corporation tax (paid)	(321,789)	(321,789)
Foreign exchange	(4,083,410)	(3,584,873)
Net cash generated from operating activities	4,776,220	5,712,735

Cash flows from investing activities
Purchase of intangible fixed assets	(50,364)	(2,750)
Purchase of tangible fixed assets	(584,689)	(156,708)
Purchase of short-term unlisted investments	(1,300,000)	(1,578,109)
Disposal of subsidiaries net of cash disposed	-	(2,072,691)
Interest received	89,844	29,922
Dividends received	25,000	25,000
Net cash from investing activities	(1,820,209)	(3,755,336)

Page 17

VIVAR GLOBAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		€	€


Cash flows from financing activities
Interest paid	(76,608)	(76,608)
Net cash used in financing activities	(76,608)	(76,608)
Net increase in cash and cash equivalents	2,879,403	1,880,791
Cash and cash equivalents at beginning of year	8,510,083	6,629,292
Cash and cash equivalents at the end of year	11,389,486	8,510,083

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	11,389,863	8,510,585
Bank overdrafts	(377)	(502)
	11,389,486	8,510,083

Page 18

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Vivar Global Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is Elsley Court, 20-22 Great Titchfield Street, London, W1W 8BE.
The group operates globally in the provision of hotel services and property sales.
The financial statements are presented in Euro (€), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the group.

2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 19

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods and property

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 20

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Foreign currency translation

Functional and presentation currency

The Group and company's functional and presentational currency is Euros.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill	-	10	years
Trademarks	-	10	years
Computer software	-	4	years

Page 21

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	0-5% Straight line
Plant and machinery	-	10-25% Straight line
Motor vehicles	-	12-25% Straight line
Fixtures and fittings	-	10-25% Straight line
Office equipment	-	20% Straight line
Computer equipment	-	20-33% Straight line
Other fixed assets	-	5% Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The consolidated profit and loss account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 22

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.14

Current asset investments

Current asset investments are liquid investments that mature in more than three months from the date of acquisition.

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 23

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 24

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Financial instruments

The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
The group’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors and cash and bank balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Page 25

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.18

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.19

Share capital

Ordinary shares are classified as equity. Incremental costs attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

2.20

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 26

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In application of the group's accounting polocies, as described in note 2, management is required to make judgements, estimations and assumptions in determining the carrying amounts of assets and liabilities. Managements judgements are based on the most reliable evidence available at the time when decisions are made, and are based on historical experience and other factors that are considered to be applicable. There is inherent sensitivity involved in making such judgements, estimations and assumptions.
The key judgements made by management are:

(a)Useful economic lives and depreciation of tangible assets

Management's judgement is required to determine the useful economic life of tangible assets and any residual value. The group holds a significant asset base and any variation in the useful economic life of the asset base will have an impact on the balance sheet and expenses in the profit and loss account.

(b)Impairment of tangible assets

In preparing these financial statements, the directors have exercised judgement in determining whether there are indicators of impairment of the group’s tangible. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. These assets are carried at cost less accumulated amortisation and impairment.
The recoverable amount is the present value of the future cash flows expected to be recovered from the cash-generating unit. Estimates are used in determining the future profitability and cash-generating ability of the cash generating unit and the pre-tax discount rate used in discounting these projected cash flows. Actual outcomes could be different from the estimates. In preparing the financial statements the Directors did not identify any indicators of impairment. See notes 14 and 15 for the carrying amount of the tangible assets.
(c) Impairment of stocks
In preparing these financial statements, the directors have exercised judgment in determining whether there are indicators of impairment of the group’s stocks, which primarily consist of villa projects. Factors taken into consideration in reaching such a decision include the current and expected market conditions, including local demand for high-end residential properties, and the overall economic environment, including any factors that may affect the value of the villas, such as changes in interest rates and the availability of financing.
These stocks are carried at the lower of cost and net realizable value. At each reporting date, an assessment is made as to whether there is any indication that the carrying amount of the stock may not be recoverable. If such an indication exists, an estimate is made of the net realizable value, which is the estimated selling price in the ordinary course of business and the estimated costs necessary to make the sale. Actual outcomes could differ from these estimates. In preparing the financial statements, the Directors did not identify any indicators of impairment for the villas held as stock. See note 17 for the carrying amount of the stocks.
(d) Impairment of debtors
In preparing these financial statements, the directors have exercised judgment in determining whether there are indicators of impairment of the group’s debtors. Where there is a lack of evidence supporting the recoverability of a debtor, the directors have reflected an appropriate impairment provision. This assessment is updated at each reporting date.

Page 27

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Provision of hotel services	7,456,511	8,735,754
Land and property sales	5,955,612	7,385,263
	13,412,123	16,121,017

Analysis of turnover by country of destination:

					2024	2023
					€	€

Europe	6,009,291	6,018,160
Rest of the world	7,402,832	10,102,857
	13,412,123	16,121,017

5.	Exceptional items
		2024	2023
		€	€

Expense of items previously capitalised

4,592,369

During the year ended 31 December 2024, the Group has recognised an exceptional charge of £3,863,480 (2023: £nil). This relates to a review of previously capitalised items which, following reassessment in 2024, no longer met the recognition criteria for capitalisation. Accordingly, these amounts have been expensed to the income statement in the current year.

Exchange differences	(119,027)	(1,752,699)
Other operating lease rentals	242,209	339,741
Depreciation and amortisation	1,152,063	1,054,259

Page 28

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements

111,023

132,138

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
€	€	€	€


Wages and salaries	1,673,515	1,889,342	55,900	91,922
Social security costs	292,874	317,838	6,602	11,410
Cost of defined contribution scheme	49,648	40,421	-	-
	2,016,037	2,247,601	62,502	103,332

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Head office	3	4
Administrative	5	25
Hotel management	4	5
Hotel operating staff	81	88

	93	122

9.	Directors' remuneration
		2024	2023
		€	€

Directors' emoluments	290,530	454,179
	290,530	454,179

The highest paid director received remuneration of €234,630 (2023 - €362,257).

Page 29

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable and similar income
		2024	2023
		€	€

	Other interest receivable	89,844	29,922
		89,844	29,922

11.	Interest payable and similar expenses
		2024	2023
		€	€

Bank interest payable	5,978	5,668
Other loan interest payable	1,680	6,588
Other interest payable	10	-
	7,668	12,256

12.	Other finance expense

Foreign exchange differences arising during the year are presented within “Other finance expense” in the profit and loss account. Management considers this presentation to provide an appropriate reflection of the nature of these items.

Corporation tax
Current tax on profits for the year	779,329	1,031,476
Adjustments in respect of previous periods	(17,839)	(160,933)
	761,490	870,543

Total current tax	761,490	870,543

Deferred tax
Origination and reversal of timing differences	(314,160)	134,610
Total deferred tax	(314,160)	134,610


	Tax on loss	447,330	1,005,153

Page 30

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.Taxation (continued)

Loss on ordinary activities before tax

(3,159,263)

(6,481,784)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%% (2023 - 23.5%)	(789,816)	(1,523,219)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	2,439,174
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	915,863	772,182
Non-taxable income	-	(435,990)
Utilisation of tax losses	(306,073)	(134,286)
Unrelieved tax losses carried forward	874,584	-
Difference in tax rate on overseas earnings	188,192	(311,142)
Adjustments to tax charge in respect of prior periods	-	(160,933)
Other timing differences leading to an increase (decrease) in taxation	(314,160)	134,610
Other differences leading to an increase (decrease) in the tax charge	(121,260)	224,757
Total tax charge for the year	447,330	1,005,153

Page 31

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Intangible assets
	Group

	Patents	Computer software	Goodwill	Total
	€	€	€	€
Cost
At 1 January 2024	-	83,010	460,078	543,088
Additions	30,851	19,513	-	50,364
Foreign exchange movement	-	661	-	661
At 31 December 2024	30,851	103,184	460,078	594,113
Amortisation
At 1 January 2024	-	80,053	314,533	394,586
Charge for the year	514	2,017	46,008	48,539
Foreign exchange movement	-	286	-	286
At 31 December 2024	514	82,356	360,541	443,411
Net book value
At 31 December 2024	30,337	20,828	99,537	150,702
At 31 December 2023	-	2,957	145,545	148,502

The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

Page 32


VIVAR GLOBAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

	15.	Tangible fixed assets
		Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Assets under construction	Total
	€	€	€	€	€	€	€
Cost or valuation
At 1 January 2024	25,601,587	4,174,026	116,407	1,650,593	387,664	1,550,606	33,480,883
Additions	457,827	-	19,498	89,236	18,128	-	584,689
Transfers between classes	1,550,606	-	-	-	-	(1,550,606)	-
Reclassified to held for sale	2,981,821	-	-	-	-	-	2,981,821
Exchange adjustments	49,556	569	1,258	3,808	-	-	55,191
At 31 December 2024	30,641,397	4,174,595	137,163	1,743,637	405,792	-	37,102,584
Depreciation
At 1 January 2024	4,944,485	2,426,407	91,476	1,542,367	377,238	-	9,381,973
Charge for the year	639,980	409,180	3,418	52,038	5,391	-	1,110,007
Impairment charge	733,393	-	-	-	-	-	733,393
Exchange adjustments	5,746	569	707	6,204	-	-	13,226
At 31 December 2024	6,323,604	2,836,156	95,601	1,600,609	382,629	-	11,238,599

Page 33


VIVAR GLOBAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

15.Tangible fixed assets (continued)

Net book value
At 31 December 2024	24,317,793	1,338,439	41,562	143,028	23,163	-	25,863,985
At 31 December 2023	20,657,102	1,747,619	24,931	108,226	10,426	1,550,606	24,098,910

The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.

Page 34

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Fixed asset investments
	Group

		Investments in associates
		€
	Cost
	At 1 January 2024	1,001,215
	Additions	11,473,125
	Foreign exchange movement	62,163
	Share of profit/(loss)	57,371
	At 31 December 2024	12,593,874
	Impairment
	Charge for the period	11,472,017
	At 31 December 2024	11,472,017
	Net book value
	At 31 December 2024	1,121,857
	At 31 December 2023	1,001,215

The impairment reflects the group’s interests in the Lisbon hotel development and operation. The profit and loss impact of this impairment was reflected in the 2023 financial statements.

Page 35

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Investments in associates	Total
	€	€	€
Cost
At 1 January 2024	950	-	950
Additions	-	11,473,125	11,473,125
Foreign exchange movement	46	-	46
At 31 December 2024	996	11,473,125	11,474,121
Impairment
Charge for the period	-	11,472,017	11,472,017
At 31 December 2024	-	11,472,017	11,472,017
Net book value
At 31 December 2024	996	1,108	2,104
At 31 December 2023	950	-	950

The impairment reflects the company's interests in the Lisbon hotel development and operation. The profit and loss impact of this impairment was reflected in the 2023 financial statements.

Page 36

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the company:
Name	Registered office	Principal activity	Class of shares	Holding

Vivar Resources Limited

Unit 2302A, 23/F, The Centrium, No. 60 Wyndham Street, Central, Hong Kong

Investment holding

Ordinary

100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the company:
Name	Registered office	Principal activity	Class of shares	Holding

Ginto Ltd (formerly Pavilions East Limited)	Room 303, 3rd Floor, St. George's Building, 2 Ice House Street, Central, Hong Kong	Investment holding	Ordinary	100%
Pavilions West Limited	Room 303, 3rd Floor, St. George's Building, 2 Ice House Street, Central, Hong Kong	Investment holding	Ordinary	100%
Pavilions Europe Management Limited	Room 303, 3rd Floor, St. George's Building, 2 Ice House Street, Central, Hong Kong	Investment holding	Ordinary	100%
Sure Land Limited	Room 303, 3rd Floor, St. George's Building, 2 Ice House Street, Central, Hong Kong	Investment holding	Ordinary	100%
P.T. Mata Hijau Indonesia	Jalan Danau Tamblingan Number 76, Sanur, Denpasar Selatan, Bali, Indonesia	Hotel service	Ordinary	100%
Pavilions Riverside Management S.L	Calle Amador de los Ríos, 3, 28010, Madrid, Spain	Exploitation of business hotels and touristic apartments	Ordinary	100%
Madrid Riverside Other Assets S.L	Calle Amador de los Ríos, 3, 28010, Madrid, Spain	Asset holding company	Ordinary	100%
Pav Riverside Hotel S.L	Calle Amador de los Ríos, 3, 28010, Madrid, Spain	Asset holding company	Ordinary	100%
Supertrini S.L	Calle Amador de los Ríos, 3, 28010, Madrid, Spain	Hotel service	Ordinary	100%
Pavilions Europe Cooperatief U.A	Keizersgracht 164, 1015 CZ Amsterdam, The Netherlands	Financial holding	Ordinary	100%
LJB Vastgoed B.V	Keizersgracht 164, 1015 CZ Amsterdam, The Netherlands	Property holding	Ordinary	100%

Page 37

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertakings (continued)

Name

Registered office

Principal activity

Class of shares

Holding

Hotel Toren B.V	Keizersgracht 164, 1015 CZ Amsterdam, The Netherlands	Exploitation of business hotels and touristic apartments	Ordinary	100%
Hotel Toren 1 Exploitatie B.V	Keizersgracht 164, 1015 CZ Amsterdam, The Netherlands	Exploitation of business hotels and touristic apartments	Ordinary	100%
Ginto Hirafu KK (formerly The Pavilions Niseko KK)	5-21, Niseko Hirafu 4-jo, 3-chome, Kutchan-cho, Abuta-gun, Hokkaido, Japan	Development, sale and purchase of real estate	Ordinary	100%

Associate
The following was an associate of the company:
Name	Registered office	Principal activity	Class of shares	Holding

SPRL Vintage services

45 rue Dejoncker, 1060-Saint-Gilles, Belgium

Hotel service

Ordinary

25%

Following a strategic review, performed during 2023, the group completed a reorganisation which resulted in the acquisition of remaining non-controlling interests in the existing investments listed above in exchange for the entire investment in the following indirect subsidiary undertakings and associates:
Indirect subsidiary undertakings:
Pavilions Resorts Limited
Pavilions International Inc
LS Pavilions Development Co Limited
Leelau Holding Co Limited
Associates:
Pavilions Italy Limited
Gestioni Immobilari Alberghiere
G.I.A. 2.0 S.r.L
Acquoline S.r.L

Subsequent to the reorganisation, the following indirect subsidiary undertakings were disposed in 2023:
Pavilions West Portugal Management, Unipessoal Lda
Pavilions West Lisbon, Investimentos Imobilarios E Turisticos, Unipessoal Lda

Page 38

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Stocks
		Group	Group
		2024	2023
		€	€

Amenities	67,012	63,041
Villa projects	13,314,369	21,692,029
	13,381,381	21,755,070

The company had no stocks at 31 December 2024 or 31 December 2023.

18.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
€	€	€	€



Trade debtors	581,789	395,726	167,942	894,258
Amounts owed by ultimate parent	3,300,000	-	-	-
Amounts owed by associated undertakings	708,539	691,385	-	-
Other debtors	543,335	563,448	28,134	25,476
Prepayments and accrued income	50,624	57,371	-	-
Deferred taxation	407,610	80,455	-	-
	5,591,897	1,788,385	196,076	919,734

19.	Current asset investments
		Group	Group
		2024	2023
		€	€

Short term investments	1,300,000	1,578,109
	1,300,000	1,578,109

20.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

Cash at bank and in hand	11,389,863	8,510,585	582,861	69,210
Less: bank overdrafts	(377)	(502)	-	-
	11,389,486	8,510,083	582,861	69,210

Page 39

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

Bank overdrafts	377	502	-	-
Trade creditors	251,532	237,959	-	-
Amounts owed to group undertakings	432,074	419,211	432,074	602,042
Corporation tax	371,749	719,482	-	-
Other taxation and social security	438,568	631,996	721	8,784
Other creditors	432,134	385,568	-	-
Accruals and deferred income	725,156	723,272	124,224	140,585
	2,651,590	3,117,990	557,019	751,411

22.	Deferred taxation
	Group

		2024
		€

	At beginning of year	(596,085)
	Charged to profit or loss	314,160
	At end of year	(281,925)

Company

		2024

	At end of year	-

Page 40

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.Deferred taxation (continued)

The deferred tax balance is made up as follows:
	Group	Group
	2024	2023
	€	€

Accelerated capital allowances	-	(676,540)
Tax losses carried forward	(281,925)	80,455
	(281,925)	(596,085)

Comprising:
Asset	407,610	80,455	-	-
Liability	(689,535)	(676,540)	-	-
	(281,925)	(596,085)	-	-

23.	Share capital
		2024	2023
		€	€

Allotted, called up and fully paid

161,000 (2023 - 161,000) Ordinary shares of £1 each	206,708	206,708

24.

Reserves

Revaluation reserve

The revaluation reserve relates to the revaluation of the Group's freehold/investment/leasehold property, net of deferred tax. The reserve is not distributable.

Foreign exchange reserve

The foreign exchange reserve represents the cumulative difference on retranslation of overseas subsidiary results upon consolidation.

Other reserves

The other reserve represents voluntary and legal reserves to cover a proportion of the subsidiary share capital.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 41

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Commitments under operating leases
	At 31 December 2024 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		€	€

Not later than 1 year	246,000	271,408
Later than 1 year and not later than 5 years	984,000	984,000
Later than 5 years	1,025,000	1,230,000
	2,255,000	2,485,408

The company had no commitments under non-cancellable operating leases at the balance sheet date.

Page 42

VIVAR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:

Relationship	Transaction	Amount		Amount due (to)/from related parties
		2024	2023	2024	2023
		£	£	£	£

Entities under common control

Loans

397,021

Associates

Loan

691,385

Directors

Loan write off

(11,329)

Close family members

Loan write off

8,000,000

27.	Analysis of net debt


At 1 January 2024	Cash flows	At 31 December 2024
€	€	€

Cash at bank and in hand	8,510,585	2,879,278	11,389,863
Bank overdrafts	(502)	125	(377)
	8,510,083	2,879,403	11,389,486

28.	Controlling party

The immediate and ultimate parent undertaking is Mordka S.A, a company incorporated in Belgium. The ultimate parent undertaking does not prepare consolidated financial statements.
The group is controlled by P Milchior by virtue of his shareholding in Mordka S.A.

Page 43