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Registration number: 08038128

VGL Investments Limited
Filleted Abridged Financial Statements
for the Year Ended 31 December 2024

VGL Investments Limited

Contents

Company Information | 1
Abridged Balance Sheet | 2
Notes to the Abridged Financial Statements | 3 to 10

VGL Investments Limited

Company Information

Directors | Mr Stefano Fiorini Mr Simone Billi Ms Saveria Veronica Ciani

Registered office | 75-77 Brook Street London W1K 4HX

Auditors | DTL Auditors Ltd 5th Floor, North Side 7/10 Chandos Street London W1G 9DQ

VGL Investments Limited

(Registration number: 08038128)
Abridged Balance Sheet as at 31 December 2024

| Note | 2024 € | 2023 €
Fixed assets |  |  |
Tangible assets | 4 | 70,392 | 64,192
Investments | 5 | 33,067,212 | 19,175,290
|  | 33,137,604 | 19,239,482
Current assets |  |  |
Debtors |  | - | 52
Cash at bank and in hand |  | 2,222,500 | 1,906,072
|  | 2,222,500 | 1,906,124
Prepayments and accrued income |  | 57,430 | 13,493
Creditors: Amounts falling due within one year |  | (29,640) | (15,117)
Net current assets |  | 2,250,290 | 1,904,500
Total assets less current liabilities |  | 35,387,894 | 21,143,982
Creditors: Amounts falling due after more than one year |  | (34,645,081) | (20,543,911)
Net assets |  | 742,813 | 600,071
Capital and reserves |  |  |
Called up share capital | 6 | 570,105 | 570,105
Retained earnings |  | 172,708 | 29,966
Shareholders' funds |  | 742,813 | 600,071

All of the company’s members have consented to the preparation of an Abridged Balance Sheet in accordance with Section 444(2A) of the Companies Act 2006.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 14 March 2025 and signed on its behalf by:

......................................... Ms Saveria Veronica Ciani Director |  |

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
75-77 Brook Street
London
W1K 4HX

These financial statements were authorised for issue by the Board on 14 March 2025.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These abridged financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These abridged financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The accounts have been prepared on the going concern basis. The directors are of the opinion that the shareholders of the company will continue to support it, and provide adequate funding when necessary to enable it to meet its obligations for the foreseeable future, being for a period of at least twelve months from the date of approval of the financial statements.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements areconsolidated into the financial statements of the Italian Parnet company. As such, advantage has been taken ofthe following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) Disclosures in respect ofeach class of share capital have not been presented. (b) No cash flow statement has been presented for thecompany. (c) Disclosures in respect of financial instruments have not been presented. (d) No disclosure has beengiven for the aggregate remuneration of key management personnel.

Consolidation

The entity has taken advantage of the option not to prepare consolidated financial statements contained inSection 398 of the Companies Act 2006 on the basis that the entity and its subsidiary undertakings comprise asmall group.

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

Audit report

The Independent Auditor's Report was unqualified. We draw your attention to Note 10 (non current loans and borrowings). This note details the Directors treatment of the loans and notes the reasons for non-compliance with FRS 102.
Our opinion is not modified in respect of this matter.
. The name of the Senior Statutory Auditor who signed the audit report on 24 June 2025 was John Tiltman, who signed for and on behalf of DTL Auditors Ltd.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated
depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and
installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Office equipment | 20% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
No adjustment is made if the amortised cost of the borrowings is not materially different from the value initially recognised.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 1 (2023 - 1).

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

4 | Tangible assets

| Furniture, fittings and equipment € | Motor vehicles € | Total €
Cost or valuation
At 1 January 2024 | 33,599 | 36,953 | 70,552
Additions | - | 6,200 | 6,200
At 31 December 2024 | 33,599 | 43,153 | 76,752
Depreciation
At 1 January 2024 | 6,360 | - | 6,360
At 31 December 2024 | 6,360 | - | 6,360
Carrying amount
At 31 December 2024 | 27,239 | 43,153 | 70,392
At 31 December 2023 | 27,239 | 36,953 | 64,192

5 | Investments

| Total €
Cost or valuation
At 1 January 2024 | 487,047
Provision
Carrying amount
At 31 December 2024 | 487,047
At 31 December 2023 | 487,047

| 2024 € | 2023 €
Fixed asset group loan | 32,512,991 | 18,375,069
Fixed asset investment participating loan | 67,174 | 313,174
| 32,580,165 | 18,688,243

Associates | €
Fair value
At 1 January 2024 | 1
At 31 December 2024 | 1

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

Fixed asset group loan

| €
Cost or valuation
At 1 January 2024 | 18,375,069
Additions | 16,651,460
Written off | (2,513,538)
At 31 December 2024 | 32,512,991

Fixed asset investment participating loan

| €
Cost or valuation
At 1 January 2024 | 313,174
Repayment | (271,000)
Additions | 25,000
At 31 December 2024 | 67,174

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Pegaso Ltd | 75-77 Brook Street, London, United Kingdom, W1K 4HX England and Wales | Ordinary shares | 100% | 100%
Twin Plus One Ltd | 75-77 Brook Street, London, United Kingdom, W1K 4HX England and Wales |  | 50% | 50%
Esseti Re Limited | 75-77 Brook Street, London, United Kingdom, W1K 4HX England and Wales | Ordinary shares | 100% | 100%
AM Real Estate Management Limited | 75-77 Brook Street, London, United Kingdom, W1K 4HX England and Wales | Ordinary shares | 100% | 100%

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
Givilu Holding Ltd | 88 Mayflower Court, The Penthouse No. 8, St. Aloysius street Msida MSD 1465 Malta | Ordinary | 100% | 100%

Subsidiary undertakings
Pegaso Ltd The principal activity of Pegaso Ltd is that of management of motor yachts..
Twin Plus One Ltd The principal activity of Twin Plus One Ltd is that of provision of services to the yachting industry.
Esseti Re Limited The principal activity of Esseti Re Limited is that of letting and operating of own or leased real estate.
AM Real Estate Management Limited The principal activity of AM Real Estate Management Limited is that of management of real estate..
Givilu Holding Ltd The principal activity of Givilu Holding Ltd is that of a holding company..

6 | Share capital

Allotted, called up and fully paid shares

| 2024 | 2023
| No. | € | No. | €
Ordianry shares of £1 each | 500,000 | 570,105 | 500,000 | 570,105

VGL Investments Limited

Notes to the Abridged Financial Statements for the Year Ended 31 December 2024

7 | Related party transactions

Directors' remuneration

The directors' remuneration for the year was as follows:

| 2024 € | 2023 €
Remuneration | 96,766 | 92,369
Contributions paid to money purchase schemes | 1,218 | 2,615
| 97,984 | 94,984

Investments in related parties

2024 | Subsidiary € | Associates € | Total €
At start of period | 18,375,069 | 313,174 | 18,688,243
Advanced | 16,651,460 | 25,000 | 16,676,460
Repaid | - | (271,000) | (271,000)
Impairment | (2,513,538) | - | (2,513,538)
At end of period | 32,512,991 | 67,174 | 32,580,165

2023 | Subsidiary € | Associates € | Total €
At start of period | 16,925,927 | 43,174 | 16,969,101
Advanced | 3,797,000 | 270,000 | 4,067,000
Impairment | (2,347,858) | - | (2,347,858)
At end of period | 18,375,069 | 313,174 | 18,688,243

9 Other disclosure:

The UK group headed by VGL does not produce consolidated accounts as it, and its subsidiaries, are included inthe consolidation of the overall group by the overall parent company.

8 | Parent and ultimate parent undertaking

The company's immediate parent is GLV Capital S.p.A, incorporated in Piazzale Flaminio 9, 00196 Rome, Italy.