REGISTERED NUMBER: 08886370 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 MARCH 2025

FOR

TOP VILLAS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

6

Statement of Income and Retained Earnings

8

Statement of Financial Position

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

13

DIRECTORS:

T Mannings

J Mannings

REGISTERED OFFICE:

Bramling House

Bramling

Canterbury

Kent

CT3 1NB

REGISTERED NUMBER:

08886370 (England and Wales)

AUDITORS:

Magee Gammon Corporate Limited

Henwood House

Henwood

Ashford

Kent

TN24 8DH

The directors present their strategic report for the period 31 March 2024 to 30 March 2025.

COMPANY

The company was incorporated on 11 February 2014.

The principal activity of the company throughout the period was that of the provision of luxury holiday villas rentals and associated services.

REVIEW OF THE BUSINESS

The directors are pleased to note that the hard work undertaken in 2024 in relation to cost control and process improvements, together with outcomes and impact of the 2024 mid-year strategic review have resulted in a significant increase in the company's gross margin and operating profits.

The following key developments are noted:

Strengthened Leadership

Recent key additions to our leadership team bring significant expertise from leading travel and hospitality firms. This enhanced capability strengthens our ability to drive strategic partnerships, grow commercial opportunities, and accelerate our global expansion.

Technology, AI & Digital Transformation

During the year, we completed the rebuild of our digital platform with a focus on performance, mobile optimisation, and user experience and we are currently in final testing.

Portfolio Expansion

Our curated portfolio now includes over 17,000 luxury homes across top global destinations. We continue to grow with a selective, quality-first approach, ensuring each property aligns with our brand standards in design, location, and guest experience.

Going concern

The directors are pleased to note that the changes implemented during 2024 have combined to strengthen the company's balance sheet from a net asset position at 30.3.24 of $244,816 to $827,109 at 30.3.25 and to reverse the net current liability position at 30.3.24 of $419,412 to net current assets of $158,082. The directors expect this trend to continue in 2026.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors continually monitor and action the principal risks and uncertainties that the business is faced with.

Currency risk

The company is exposed to transaction foreign exchange risk, which is mitigated by natural hedging using currency bank accounts.

Interest rate risk

The company finances its operations through retained profits and existing cash reserves.

Credit risk

The main financial assets of the company are cash and trade debtors. The credit risk associated with cash is limited as the banking counterparties have high credit ratings from the main global credit rating agencies. The principal credit risks arise from trade debtors which are monitored weekly for total debt levels and debt ageing.

Liquidity and cashflow risk

The company manages financial risk by ensuring sufficient liquidity and working capital is available to satisfy future requirements

KEY PERFORMANCE INDICATORS

We consider that our key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross margin and return on capital employed.

Turnover for the year was $25.7m (2024: $25.1m) and an operating profit of $1,438,254 (2024: $431,002).The gross margin achieved was 5.60% (2024: 4.09%).

The company's return on capital employed was 109.1% (2024: 58%). Return on capital employed is calculated as operating profit divided by capital employed, which constitutes total assets less current liabilities.

As well as financial KPIs the business also operates several non-financial KPIs including Product Availability; Delivery Lead Times; Customer Satisfaction; Employee Training and Employee Retention; and our Carbon Footprint.

The directors consider the business is performing well against these indicators and will continue to invest resources towards maintaining and improving performance across the entire business.

STRATEGIC PLANS FOR 2026 AND BEYOND

The directors note the following plans and expectation for 2026 and beyond:

Technology, AI & Digital Transformation

As already noted, we have rebuilt our digital platform with a focus on performance, mobile optimisation, and user experience and we are currently in final testing. In parallel, this transformation has enabled us to deploy proprietary automation and AI tools that:

- Streamline property onboarding and listing creation

- Enhance partner connectivity and pricing automation

- Optimise guest communication across the customer journey

European Market Expansion

The company is expanding into key European destinations that align with our luxury brand and customer base. Our approach focuses on acquiring high-end, design-led properties in premier locations, building a portfolio that reflects the expectations of discerning travellers.

Growth in Trade Distribution

We are deepening our engagement with travel trade partners in the UK and USA through initiatives such as:

- A dedicated agent portal

- Bespoke training and familiarisation programmes

- Participation in major industry events

- Enhanced support structures for trade partners

- Closer business relationships with key partners, including travel agents and other suppliers

These initiatives are designed to position Top Villas as a preferred supplier in the luxury villa market and to improve our access to existing and new market segments.

Group restructure

Since the year end, the directors have implemented a new group structure, establishing a parent company, Top Villas Holdings Limited and a partner company, Top Villas Holidays Limited, which has been granted ABTA registration. The ultimate beneficial ownership of the group remains unchanged.

In conclusion, Top Villas is entering a new growth phase, underpinned by enhanced leadership, strategic investment in technology and an expanding global portfolio. With a focus on scalability, market expansion, and deeper partnerships in the travel trade sector, Top Villas is well positioned to become a leading global brand in luxury vacation rentals.

.

ON BEHALF OF THE BOARD:

J Mannings - Director

16 December 2025

The directors present their report with the financial statements of the company for the year ended 30 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of luxury holiday villa rentals and associated services.

DIVIDENDS

An interim dividend of $14.00 per share was paid on 30 September 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 30 March 2025 will be $ 420,000 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 31 March 2024 to the date of this report.

T Mannings

J Mannings

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Magee Gammon Corporate Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Mannings - Director

16 December 2025

Opinion

We have audited the financial statements of Top Villas Limited (the 'company') for the year ended 30 March 2025 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, 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 company's affairs as at 30 March 2025 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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, 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 Statement of Directors' Responsibilities set out on page five, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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 financial statements.

Based on our understanding of the company, we have considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management incentives and opportunities for fraudulent manipulation of the financial statements including management override, and considered that the principal risk was related to the posting of inappropriate journal entries to improve the result before tax for the year.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

Procedures performed by the audit team included:

Discussions with management regarding known or suspected instances of non-compliance with laws and regulations;

Evaluation of controls designed to prevent and detect irregularities; and

Assessing journal entries as part of our planned audit approach.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Joshua Conlon FCCA (Senior Statutory Auditor)

for and on behalf of Magee Gammon Corporate Limited

Henwood House

Henwood

Ashford

Kent

TN24 8DH

16 December 2025

TURNOVER

3

25,697,943

25,067,550

Cost of sales

(23,594,253

)

(24,043,409

)

GROSS PROFIT

2,103,690

1,024,141

Administrative expenses

(703,427

)

(719,629

)

1,400,263

304,512

Other operating income

37,991

126,490

OPERATING PROFIT

5

1,438,254

431,002

Interest receivable and similar income

39,112

13,945

1,477,366

444,947

Gain/loss on revaluation of assets

(57,067

)

73,362

1,420,299

518,309

Interest payable and similar expenses

6

(29,982

)

(18,222

)

PROFIT BEFORE TAXATION

1,390,317

500,087

Tax on profit

7

(388,024

)

(153,969

)

PROFIT FOR THE FINANCIAL YEAR

1,002,293

346,118

Retained earnings at beginning of year

206,080

294,962

Dividends

8

(420,000

)

(435,000

)

RETAINED EARNINGS AT END OF YEAR

788,373

206,080

FIXED ASSETS

Intangible assets

11

942,529

688,118

Tangible assets

12

95,076

109,959

Investments

13

87,455

145,972

1,125,060

944,049

CURRENT ASSETS

Debtors

14

10,349,799

9,782,366

Cash at bank and in hand

2,926,954

2,700,781

13,276,753

12,483,147

CREDITORS

Amounts falling due within one year

15

(13,118,671

)

(12,902,559

)

NET CURRENT ASSETS/(LIABILITIES)

158,082

(419,412

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,283,142

524,637

CREDITORS

Amounts falling due after more than one year

16

(83,775

)

(231,291

)

PROVISIONS FOR LIABILITIES

20

(372,258

)

(48,530

)

NET ASSETS

827,109

244,816

CAPITAL AND RESERVES

Called up share capital

21

38,736

38,736

Retained earnings

22

788,373

206,080

SHAREHOLDERS' FUNDS

827,109

244,816

The financial statements were approved by the Board of Directors and authorised for issue on 16 December 2025 and were signed on its behalf by:

J Mannings - Director

Cash flows from operating activities

Cash generated from operations

1

1,232,902

1,152,323

Interest paid

(29,982

)

(18,222

)

Tax paid

(64,214

)

4,097

Net cash from operating activities

1,138,706

1,138,198

Cash flows from investing activities

Purchase of intangible fixed assets

(434,030

)

(336,689

)

Purchase of tangible fixed assets

(9,062

)

-

Purchase of fixed asset investments

(550

)

(26,227

)

Sale of intangible fixed assets

17

-

Sale of tangible fixed assets

(1,888

)

-

Sale of fixed asset investments

112

46,206

Interest received

39,112

13,945

Net cash from investing activities

(406,289

)

(302,765

)

Cash flows from financing activities

Loan repayments in year

(102,693

)

(111,540

)

Capital repayments in year

(9,341

)

(4,500

)

Amount introduced by directors

420,000

435,000

Amount withdrawn by directors

(394,200

)

(96,513

)

Equity dividends paid

(420,000

)

(435,000

)

Net cash from financing activities

(506,234

)

(212,553

)

Increase in cash and cash equivalents

226,183

622,880

Cash and cash equivalents at beginning of year

2

2,700,771

2,077,891

Cash and cash equivalents at end of year

2

2,926,954

2,700,771

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

$

$

Profit before taxation

1,390,317

500,087

Depreciation charges

203,547

30,231

Loss on disposal of fixed assets

1,888

-

Loss/(gain) on revaluation of fixed assets

57,067

(73,362

)

Permanent diminution in value

-

95,052

Finance costs

29,982

18,222

Finance income

(39,112

)

(13,945

)

1,643,689

556,285

(Increase)/decrease in trade and other debtors

(590,921

)

222,626

Increase in trade and other creditors

180,134

373,412

Cash generated from operations

1,232,902

1,152,323

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 March 2025

30.3.25

31.3.24

$

$

Cash and cash equivalents

2,926,954

2,700,781

Bank overdrafts

-

(10

)

2,926,954

2,700,771

Period ended 30 March 2024

30.3.24

1.4.23

$

$

Cash and cash equivalents

2,700,781

2,077,891

Bank overdrafts

(10

)

-

2,700,771

2,077,891

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 31.3.24

Cash flow

At 30.3.25

$

$

$

Net cash

Cash at bank and in hand

2,700,781

226,173

2,926,954

Bank overdrafts

(10

)

10

-

2,700,771

226,183

2,926,954

Debt

Finance leases

(66,844

)

9,341

(57,503

)

Debts falling due within 1 year

(134,650

)

5,318

(129,332

)

Debts falling due after 1 year

(160,156

)

122,435

(37,721

)

(361,650

)

137,094

(224,556

)

Total

2,339,121

363,277

2,702,398

1.	STATUTORY INFORMATION

Top Villas Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Patents and licences

Patents and licences comprise the cost of domain name rights which are being amortised over an estimated useful life of ten years.

Development costs

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if certain criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. In this instance, development costs relate to the company's booking system. The capital development costs are subsequently amortised on a straight-line basis over their useful economic lives which range from three to six years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Motor vehicles

-

20% on cost

Computer equipment

-

20% on cost

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Operating lease commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Currency

The operational currency is United States Dollars ($).

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Investments

Investments in unlisted company shares and similar instruments, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period,. Where market value cannot be reliably determine, such investments re stated at historic cost less impairment.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

$

$

Sales

24,273,402

23,583,390

Commission

187,041

109,160

Management fees

1,237,500

1,375,000

25,697,943

25,067,550

An analysis of turnover by geographical market is given below:

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

$

$

USA

23,818,238

23,480,508

Caribbean

1,726,860

1,489,525

Europe

83,921

55,970

Rest of World

68,924

41,547

25,697,943

25,067,550

4.	EMPLOYEES AND DIRECTORS

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

$

$

Wages and salaries

1,744,176

1,789,383

Other pension costs

76,026

79,937

1,820,202

1,869,320

The average number of employees during the year was as follows:

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

Directors

2

2

Other

37

44

39

46

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

$

$

Directors' remuneration

32,181

31,594

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

1.4.23

Year Ended

to

30.3.25

30.3.24

$

$

Other operating leases

143,364

129,726

Depreciation - owned assets

23,945

19,919

Loss on disposal of fixed assets

1,888

-

Patents and licences amortisation

10,313

10,312

Development costs amortisation

169,289

-

Foreign exchange differences

(37,991

)

(14,653

)