The directors present the strategic report for the year ended 31 March 2025.
What a difference to last year and although market conditions remain absurdly hard, the year has been successful in numerous ways. Firstly, and most importantly, we are profitable, which is more than many can say in the current market. Secondly, we have done some extraordinary transactions, which set us apart I believe from many of the bigger players in London as we have shown our flexibility and out-of-the-box thinking and our commitment to long term relationships with clients to help solve their issues. Thirdly, we brought on board a new strategic partner, Drakewood Capital, that is now the start of an evolving partnership that positions us ideally to be a key player in the Mining space and to participate in full of any potential bull market.
Amongst the deals we did, three were, I believe, very important in showing how VSA works differently (and we like to think better) than most of the bigger players in London. Raising £56m for Invinity Energy Systems last May and bring in the National Wealth Fund in their first ever public transaction was a significant transaction that no one expected us to achieve at the time. Over the summer we did a transformational deal for Prospex Energy and brought in Heyco Energy as a partner in a £5m raise and finally at the end of March we brought Caterpillar in to help fund Equipmake and be a long-term partner. We have clearly demonstrated our ability to bring in global partners from around the world and I am pleased to say that this year we are already engaged on more transactions of a similar nature.
I was delighted when Drakewood Capital decided to take a 20% stake in VSA at the end of the summer. This relationship is already showing great promise with cross marketing and idea generation and offering us the ability to offer to our clients both equity and debt in a corner stone manner, which we can then find the balance. We are exploring a lot of exciting ideas for the future between us, and this can only be very positive.
Our retained client base has grown slightly, despite the continued decline in London-listed companies and the increasing difficulty of securing annual retainers from private businesses who are not keen on paying an annual retainer. The VSA Lite service is working as expected with some moving up to a full retainership, some simply renewing and some dropping off, which we don’t mind as that is to be expected, and they go away feeling they have not had to make a huge commitment and so remain friends. Overall, our regulatory capital position remains comfortably above the required levels and continues to be strong.
Sector Focus
A year ago, I indicated that we intended to focus more on Natural Resources and Transitional Energy as it is in these sectors that we have the best reputation and also where there is less competition. This is what we have done and now with Drakewood Capital as a shareholder, our mining franchise is particularly strong and we see new business developing there and as we develop primary capability, we do expect this to grow. Transitional Energy has had another torrid year in terms of share price performance, but we still believe that in the long term it is the way forward and we have good traction in the space. Oil & Gas remains tough, but it is a space where we have many good connections and expertise and so we remain fully committed. This focus is likely to remain in place for the foreseeable future, although we are always happy to also work with clients where we can help and where we have good relationships as in current markets all business is useful to the bottom line.
Commodity prices are moving up led by gold which peaked at $3,500, which didn’t surprise us, but did surprise most people. Critical Metals and Minor Metals are also moving although not all. Tungsten, which has been a favourite of ours has risen about 50% in the last year. A global war to have one’s own supply of raw material is rapidly emerging and in metals, where China and Russia are dominant, there is a real sense of urgency to acquire a home-grown supply. With gold racing ahead it is only a matter of time before Silver catches up as a 100:1 ratio never lasts. Copper is firming up and is in very short supply. Tin is also interesting, and we are seeing signs that the Cornish Mining industry is at last starting to take off and we believe that it is vital that the UK Government supports this as it gives us our own national supply, it creates wealth and jobs for Cornwall and can give very good financial returns. You actually have to wonder why our governments are not more supportive as it really is a win-win situation.
Equity Capital Markets
A year ago, I wrote that I was worried that the equity market was in terminal decline, and I was right to be worried, as it had simply gotten worse over the last 12 months of 2023/24. Sadly, the decline continues and there seems to be little appetite at Government level (which is required) to stimulate stock markets and bring fresh capital into UK Companies. It is a shame that Governments are not supportive of business. They do continue to push Private Equity, but that tends to benefit a few PE firms and not the wider public and also even PE firms are struggling as they have no ability to trade out of companies by listing. PE and Government funds tend to prefer big infrastructure type companies, avoiding smaller riskier companies which are of course the growth companies of tomorrow. In my past I helped companies like ARM and Ashtead when they were just a handful of people and today, they are two of our largest companies. The support I gave them in the 90’s to get them going would be impossible in today’s markets and so cannot be good for the UK.
The new Labour Government started its tenure in a disastrous manner, but hopefully they are now learning and are starting to behave more sensibly. Donald Trump has had a huge impact on global trade and capital markets in his first 100 days in office but hopefully again it is part of a learning curve. He didn’t manage to get peace in Ukraine in 24 hours, but no one really expected that. What he has done is made everyone realise they need their own defence capabilities and strategic mineral reserves.
International Reach
At VSA we believe in a bamboo strategy, we are friends with everyone and will go where we think we can help our clients, be it at home in the UK, America or China or anywhere else.
This has always been important for us, and we continue to have good international reach with both our office in Shanghai, joint ventures in various countries, travel to meet new pools of capital and now with our partnership with Drakewood Capital we hope to utilise their international presence in both Asia and America. To rely on UK institutions for funding in today’s world is no longer viable; they remain the backbone of funding, but additional pools of capital are essential.
Outlook
Every year starts off looking tough, but it's hard not to feel cautiously optimistic. This is also true this year. We are currently active on a couple of major strategic deals, which if we complete, and I am very optimistic on both, will set us up for a very successful year. We are also working to win other major projects and expect to do smaller dealers for our existing client base. We regularly look at M&A ideas, but in our industry it is very difficult as all too often despite the logic being there, people struggle to understand relative valuations. We are in a much stronger position than this time last year, but in this industry sitting still is dangerous, and so we are very active at looking at ways we can enhance our business; not just in our product offering alongside equity, but also growing our presence with more good people so that we can compete on bigger mandates which tend to carry bigger fees.
The principal area of risk is reduced gross revenue due to market conditions or lack of engagement mandates. New business risk is managed by market research into new client base opportunities and building relationships alongside existing contracts to spread the capacity of the Company to provide its services.
VSA services the energy sector and concentration of risk is a consideration for senior management. Within this sector VSA offers diversified services and hopes to mitigate its specific concentration risks to an acceptable level taking into account energy sub sectors (i.e. transitional energy) and geographical and geo-political concentration. VSA as part of its strategic and business plans has started to diversify and now also operates in the TMT sector. The receivables position is another risk factor which is monitored weekly to ensure that payments are received on time.
Any economic or political factors either domestically or internationally are regularly monitored and their impact is deliberated at a senior level prior to committing VSA to any risk exposure. VSA Capital does not engage with companies domiciled or operating assets in countries subject to sanctions by the UK. Due Diligence includes a review of senior management and significant shareholders against current OFAC, UK HM Treasury and other global sanctions lists.
The directors consider that the key performance indicators of the Company are as follow:
Number of corporate clients - 30 (2024: 27)
Profit before tax - £358,231 (2024: Loss before tax - £2,455,255, as restated)
Net assets - £1,004,859 (2024: £656,544, as restated)
The board of directors of VSA Capital Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and members set out in s172(1)(a-f) of the act) in the decisions taken during the the year ended 31 March 2025.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The Company's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Trade creditors of the Company at the year end were equivalent to 32 day's purchases, based on the average daily amount invoiced by suppliers during the year.
The auditors, Hilden Park Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.
We have audited the financial statements of VSA Capital Limited (the 'Company') for the year ended 31 March 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
Basis for 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 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and determined that the most significant which have a direct material effect on the amounts and disclosures in the financial statements are the Companies Act 2006 and International Financial Reporting Standards as adopted by the United Kingdom.
We also identified other laws and regulations which do not have a direct effect on the amounts and disclosures in the financial statements, but which compliance is fundamental to the entity’s operations including Employment Law, Health and Safety Law, Data Protections Laws (including UK General Data Protection Regulation (GDPR) and the Financial Conduct Authority (FCA) Regulations and enquires were made with management regarding procedures in place to ensure compliance.
Having reviewed the laws and regulations applicable to the company, we designed and performed audit procedures to obtain sufficient appropriate evidence. Specifically we:
Assigned an engagement team to the audit that collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
Enquired with management on any non-compliance with laws and regulations.
Reviewed the legal expense accounts and legal correspondence to identify potential litigation or claims involving the entity.
Reviewed internal policies and procedures and external guidance.
Reviewed the completeness and accuracy of associated disclosures made in the financial statements.
We assessed the susceptibility of the Company's financial statements to material misstatement and fraud and in doing so:
Considered whether there were areas of the financial statements particularly susceptible to fraud and enquired with management as to any known or suspected instances of fraud and their assessment of fraud risk.
Considered whether management have incentives and opportunities to manipulate financial results and determined the key audit risks related to completeness of income, management override of controls, fixed asset investments and the right of use asset and lease liability.
The risk of management override of controls has been reviewed and audited, including through testing journal entries, accounting estimates and other adjustments for appropriateness. Furthermore, analytical procedures were undertaken to identify any unusual or unexpected relationships and transactions and the rationale behind these was investigated.
The risk of completeness of income has been reviewed and audited, including through substantive testing, along with a review of the appropriateness of the accounting policy concerning income recognition and completing detailed cut off testing either side of the balance sheet date.
Designed and performed audit procedures to obtain sufficient appropriate evidence including substantive testing in relation to fixed asset investments and the right of use asset and lease liability.
The audit has been planned and performed in such a way as to best identify risks of material misstatement, however the inherent limitations of audit procedures means that there remains a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, override of controls, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at 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 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.
VSA Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 99 Bishopsgate, London, EC2M 3XD. The company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Right of use assets consist of an office lease which is carried under the cost model. Right of use assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. Depreciation starts at the commencement date of the lease.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The Company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
The tax expense represents the sum of the tax currently payable and deferred tax.
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
When the Company acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the Company applies IFRS 15 to allocate the consideration in the contract. When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined above.
The average monthly number of persons (including directors) employed by the Company during the year was:
Their aggregate remuneration comprised:
Included in the above are the following costs in relation to a director of the Company's parent entity, who is not a director of the Company:
Wages and salaries: £8,462 (2024: Nil)
Social security costs: £435 (2024: Nil)
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
Due to the uncertainty of the timing of taxable profits in the future, a deferred tax asset in respect of the tax losses has not been recognised in the accounts. Tax losses of £1,764,670 (2024: £2,068,851) have been carried forward as at 31 March 2025. The main rate of Corporation Tax for the year to 31 March 2025 continued to be 25%.
Property, plant and equipment includes right-of-use assets, as follows:
Investments are classified at fair value through profit and loss. The quoted securities comprise equities quoted on the London Stock Exchange of £159,180 (2024: £141,490), listed on Aquis of £70,265 (2024: £125,654), listed on Canadian Stock Exchanges of £20,614 (2024: £6,034) and unlisted private companies of £136,663 (2024: £99,108).
No interest is charged on outstanding trade receivables. The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. The Company reviews all receivables for impairment and makes a provision against a debtor when it is considered more likely than not that the debt will not be recoverable. At 31 March 2025 a provision for impairment of Nil has been made (2024: Nil).
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.
Set out below are the future cash outflows to which the lessee is potentially exposed in relation to short term leases that are not reflected in the measurement of lease liabilities:
The Company's financial assets comprise cash and cash equivalents, listed securities, unlisted securities and trade and other receivables which arise directly from its operations.
Categories of financial instruments at 31 March 2025
Financial assets
Financial assets at amortised cost
Trade receivables £831,796 (2024: £589,158)
Prepayments and accrued income £53,522 (2024: £59,696)
Other financial assets at amortised cost £16,965 (2024: £7,100)
Cash and cash equivalents £111,887 (2024: £204,703)
Financial assets at fair value through profit and loss £386,722 (2024: £372,286)
Tax recoverable £46,563 (2024: £46,563)
Total financial assets £1,447,455 (2024: £1,279,506)
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables £547,838 (2024: £731,271)
Lease liabilities Nil (2024: £216,836)
Total financial liabilities £547,838 (2024: £948,107)
The Company's exposure to various risks associated with the financial instruments is discussed below. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.
Trade receivables are amounts due from the customers for services performed in the ordinary course of business. They are generally payable in 60 days and are therefore all classified as current. Trade receivables are recognised at the amount of consideration that is unconditional. Trade receivables are reviewed for impairment and the carrying value is the net consideration expected to be received. Due to the short-term nature of the trade receivables their carrying value is considered to be the same as their fair value.
Other financial assets are measured at amortised cost and include other receivables and VAT and are classified as current. Due to the short-term nature of these financial assets their carrying value is considered to be the same as their fair value.
Cash and cash equivalents include £10,643 of cash at bank and in hand (2024: £63,378) and £101,244 of deposits at call (2024: £141,326). Term deposits are presented as cash equivalents if they have maturity of three months or less from the date of acquisition and are repayable with 24 hours' notice with no loss of interest.
Trade and other payables include trade payables of £111,202 (2024: £263,975), taxes and social security of £41,628 (2024: £58,167), amounts owed to the company's parent undertaking of £192,477 (2024: £232,016), accruals and deferred income of £175,610 (2024: £157,442) and other liabilities of £26,921 (2024: £19,671). The carrying value of all these financial liabilities are considered to be the same as their fair values due to their short-term nature.
Lease liabilities are measured on a present value basis in accordance with IFRS 16. The carrying value at 31 March 2025 is Nil (2024: £216,836). Therefore Nil (2024: £216,836) is shown as a current liability due within a year and Nil (2024: Nil) is due in over a year. Lease liabilities are described in detail in note 18.
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising returns to shareholders. It is the current strategy of the Company to finance its activities from existing equity and reserves and by the issue of new equity if required. The Company is also required to maintain a certain amount of capital to meet the requirement of the regulator the Financial Conduct Authority, of which the Company is a member.
Other risks management
The Company's operations expose it to a variety of financial risks that include the effects of changes in liquidity risk, credit risk and market price risk. As the majority of the Company's assets and liabilities are denominated in Sterling it is not exposed to any material foreign exchange risk.
Credit risk
The credit risk on accounts receivable is monitored by senior management. To limit exposure to credit risk, many engagements require that fees are paid in advance of any activity being undertaken. Corporate finance activities are engaged on the basis that funds are received on a regular basis with the balance of funds due on funding completion which therefore minimises credit risk.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of Directors, which has devised an appropriate strategy for liquidity risk management. The Company manages its liquidity risk by maintaining adequate reserves and cash resources to meet its day to day requirements and by the preparation of timely management information including projections and cashflow forecasts.
Market price risk
The Company's exposure to market price risk mainly arises from potential movements int he fair value of its investments. The management meets regularly to consider investment strategy in respect of the company's portfolio.
Sensitivity analysis
Financial instruments affected by market price risk include the Company's portfolio of listed investments. The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity of the Company's financial instruments (as at the year end) to changes in Global Stock Market Indices.
The following assumptions were made in calculating the sensitivity analysis:
All income statement sensitivities will impact equity.
An insignificant volume of equities within the Company's portfolio are denominated in other currencies. The impact of foreign exchange risk has not been considered as the value risk is not considered to be material.
All equity indices, regardless of location, will either increase or decrease in similar proportions.
Income Statement / Equity Impact Analysis
As at 31 March 2025, the Company held equities valued with a fair value of £386,722 (2024: £372,286). The sensitivity to significant movements in Global Equity Market Indices are as follows:
Global Equity Market Indices 2025 2024
+ 5% £19,336 £18,614
- 5% (£19,336) (£18,614)
- 10% (£38,672) (£37,229)
- 15% (£58,008) (£55,843)
The above sensitivities are calculated with reference to equities held on 31 March 2025. The volume and sector mix of the Company's equity portfolio will change depending on the Company's investment appetite and availability of funding.
Fair value measurements recognised in the statement of financial position
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
Financial assets at FVTPL:
Quoted Securities - £250,059 (2024: £273,178) (level 1)
Unquoted Securities - £136,663 (2024: £99,108) (level 3)
Total - £386,722 (2024: £372,286)
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices. Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Valuation Techniques applied to Level 3 Financial Instruments:
Level 3 Financial Instruments comprise of unquoted equity investments in private companies. Valuation will be based on the following:
Last known sales price of the instrument (if a sale of the financial instrument has occurred between a willing buyer and seller within 12 months of the balance sheet date).
Director's valuation.
VSA Capital Group Plc
During the year, the Company raised no invoices to VSA Capital Group Plc in relation to corporate adviser fees (2024: £3,000).
The Company incurred costs on behalf of VSA Capital Group Plc of £28,464 during the year, in respect of Companies House filing costs, LSE renewal fees, domain renewal fees and other legal and professional costs (2024: £15,984).
At 31 March 2025 the Company owed VSA Capital Group Plc £192,477 (2024: £232,016)
Shanghai Mining Club Limited
Shanghai Mining Club Limited, trading as Shanghai Mining Club, was launched in conjunction with other parties, to provide services to mining companies internationally, giving them access to the Chinese mining and financial community and market intelligence. VSA Capital Limited owns 40% of Shanghai Mining Club Limited. During the current financial year, the Company raised invoices totalling Nil to Shanghai Mining Club Limited in respect of management fees (2024: £15,000).
The Company incurred costs on behalf of Shanghai Mining Club Limited of £34 during the year, relating to Companies House filing and domain renewal fees (2024: £241).
At 31 March 2025, the Company owed Shanghai Mining Club Limited £19,637 (2024: £19,671).
Pure Reports Limited
At 31 March 2025, Pure Reports Limited, a company 100% owned by VSA Capital Limited, owed the Company £1,124 (2024: £1,090).
The Company incurred costs on behalf of Pure Reports Limited of £34 during the year, relating to Companies House filing fees (2024: £13).
Cayenne Copper Limited
During the year, VSA Capital Limited raised invoices totalling £44,310 (2024: £Nil) to Cayenne Copper Limited, a company where Mark Thompson, who joined the Company's parent VSA Capital Group PLC as a director during the year, is also a director.
As part of the reversal of the Silverwood transaction during the year to 31 March 2024, proceeds of £94,000 were recognised, their receipt being contingent on certain conditions being met. The Directors now consider that the conditions are unlikely to be met and further that the conditions were unlikely to have been met at the original time at which the proceeds were recognised. Therefore, the Company's balance sheet at 31 March 2024 has been restated to reduce accrued income and retained earnings at 31 March 2024 by £94,000. The Company's statement of comprehensive income for the year to 31 March 2024 has been restated to increase the loss on investments by £94,000.