Company registration number 02405923 (England and Wales)
VSA CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
VSA CAPITAL LIMITED
COMPANY INFORMATION
Directors
Mr A A Monk
Mr M D C Steeves
Mr A J Raca
Mr G I Ganchev
(Appointed 19 December 2024)
Secretary
Mr G I Ganchev
Company number
02405923
Registered office
99 Bishopsgate
London
EC2M 3XD
Auditor
Hilden Park Accountants Limited
Hilden Park House
79 Tonbridge Road
Hildenborough
Tonbridge
Kent
TN11 9BH
Accountants
Bryden Johnson Limited
1-4 Kings Parade
Lower Coombe Street
Croydon
Surrey
CR0 1AA
VSA CAPITAL LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Income statement
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 32
VSA CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Review of the business

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.

VSA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

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.

Principal risks and uncertainties

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.

VSA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Key performance indicators

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)

Promoting the success of the Company

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

Mr A A Monk
Director
3 July 2025
VSA CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company continued to be that of financial intermediation.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ms M C Manarin
(Resigned 30 September 2024)
Mr A A Monk
Mr M D C Steeves
Mr A J Raca
Mr G I Ganchev
(Appointed 19 December 2024)
Supplier payment policy

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:

 

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.

Auditor

The auditors, Hilden Park Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

VSA CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

 

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 of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

On behalf of the board
Mr A A Monk
Director
3 July 2025
VSA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VSA CAPITAL LIMITED
- 6 -
Opinion

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.

In our opinion the financial statements:

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 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 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:

VSA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VSA CAPITAL LIMITED (CONTINUED)
- 7 -
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 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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.

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 financial statements.

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.

VSA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VSA CAPITAL LIMITED (CONTINUED)
- 8 -

Having reviewed the laws and regulations applicable to the company, we designed and performed audit procedures to obtain sufficient appropriate evidence. Specifically we:

 

 

 

 

 

We assessed the susceptibility of the Company's financial statements to material misstatement and fraud and in doing so:

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

VSA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VSA CAPITAL LIMITED (CONTINUED)
- 9 -

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.

Paul Matthews BSc FCA
Senior Statutory Auditor
For and on behalf of Hilden Park Accountants Limited
3 July 2025
Chartered Accountants and Statutory Auditors
Hilden Park House
79 Tonbridge Road
Hildenborough
Tonbridge
Kent
TN11 9BH
VSA CAPITAL LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2025
2024
as restated
Notes
£
£
Revenue
3
2,782,701
1,887,528
Cost of sales
(145,242)
(180,146)
Gross profit
2,637,459
1,707,382
Other operating income
39,000
54,000
Administrative expenses
(2,278,377)
(2,460,640)
Operating profit/(loss)
4
398,082
(699,258)
Investment revenues
8
5,613
5,673
Finance costs
9
78
(1,417)
Other gains and losses
10
(45,542)
(1,760,253)
Profit/(loss) before taxation
358,231
(2,455,255)
Income tax expense/(income)
11
(9,916)
36,511
Profit/(loss) and total comprehensive income for the year
348,315
(2,418,744)
VSA CAPITAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 11 -
2025
2024
as restated
Notes
£
£
ASSETS
Non-current assets
Property, plant and equipment
12
18,711
51,527
Right-of-use assets
12
115,374
292,546
Deferred tax asset
18
-
0
54,209
134,085
398,282
Current assets
Investments
13
386,722
372,286
Trade and other receivables
14
902,283
655,954
Current tax recoverable
46,563
46,563
Cash and cash equivalents
111,887
204,703
1,447,455
1,279,506
Total assets
1,581,540
1,677,788
EQUITY
Called up share capital
20
1,632,307
1,632,307
Retained earnings
(627,448)
(975,763)
Total equity
1,004,859
656,544
LIABILITIES
Non-current liabilities
Deferred tax liabilities
18
28,843
73,137
Current liabilities
Trade and other payables
16
547,838
731,271
Lease liabilities
17
-
0
216,836
547,838
948,107
Total liabilities
576,681
1,021,244
Total equity and liabilities
1,581,540
1,677,788
The financial statements were approved by the board of directors and authorised for issue on 3 July 2025 and are signed on its behalf by:
Mr A A Monk
Director
Company registration number 02405923 (England and Wales)
VSA CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Retained earnings
Total
£
£
£
As restated for the period ended 31 March 2024:
Balance at 1 April 2023
1,632,307
1,442,981
3,075,288
Balance at 1 April 2023
1,632,307
1,442,981
3,075,288
Year ended 31 March 2024:
Loss and total comprehensive income
-
(2,418,744)
(2,418,744)
Balance at 31 March 2024
1,632,307
(975,763)
656,544
Year ended 31 March 2025:
Profit and total comprehensive income
-
348,315
348,315
Balance at 31 March 2025
1,632,307
(627,448)
1,004,859
VSA CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
101,798
(541,469)
Interest paid
78
(1,417)
Income taxes paid
-
(46,563)
Net cash inflow/(outflow) from operating activities
101,876
(589,449)
Investing activities
Purchase of property, plant and equipment
-
0
(3,346)
Purchase of investments
(25,018)
(99,280)
Proceeds from disposal of investments
23,547
101,834
Interest received
5,613
5,673
Net cash generated from investing activities
4,142
4,881
Financing activities
Payment of lease liabilities
(198,834)
(216,560)
Net cash used in financing activities
(198,834)
(216,560)
Net decrease in cash and cash equivalents
(92,816)
(801,128)
Cash and cash equivalents at beginning of year
204,703
1,005,831
Cash and cash equivalents at end of year
111,887
204,703
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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 financial statements have been prepared under the historical cost convention, except for the revaluation of . The principal accounting policies adopted are set out below.

1.2
Going concern

The continuing operations of the Company had cash and cash equivalents of £111,887 as at 31 March 2025 (2024: £204,703).true

 

The Company's activities, together with factors likely to affect its future development, performance and position, are set out in the Strategic and Directors Report on pages 1 to 5. The Strategic Report also includes the Company's policies and processes for managing its business risk objectives.

 

Management has prepared forecasts for the Company which show that sustainable cash flows will be generated from the Company's activities.

1.3
Revenue

Revenue includes the net profit/loss on principal trading which is recognised when the trade is complete, commission income and other fees which are recognised when the relevant performance obligation is satisfied - for corporate finance work this is usually the date on which a deal is completed. Revenue also includes the fair value of options and warrants over securities which have been received as consideration for corporate finance services rendered and is recognised on completion of the services provided in accordance with the contract.

 

The Company also has retained clients where turnover is recognised according to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the duration of the contract with the period in the year that the service was provided.

 

See note 3 for a detailed breakdown of income.

 

Dividends and interest arising on bull and bear positions in securities form part of dealing profits and, because they are also reflected by movements in market prices, are not identified separately.

 

Revenue from Stock Exchange transactions are determined under the principles of trade date accounting.

 

Revenue is measured at the transaction price, being the fair value of the consideration received or receivable. Payment terms are usually on invoice. Contracts with customers do not contain a financing component nor any element of variable consideration.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Short leasehold
Over the remaining term of the lease
Fixtures and fittings
25% or 33% on cost
Office equipment
20% or 33% on cost

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.

1.5
Impairment of tangible and intangible assets

At each reporting end date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

1.6
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.7
Financial assets

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the original recognition of the financial asset the estimated future cash flows of the investment have been impacted. The impairment is the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly

Derecognition of financial assets

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.

1.8
Financial liabilities

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

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.9
Equity instruments

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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

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.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -

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.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
2
Critical accounting estimates and judgements

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.

3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Corporate finance fees
2,185,635
972,906
Broking fees
501,221
734,574
Bond trading
19,292
78,306
Research fees
76,326
88,000
Other income
227
13,742
2,782,701
1,887,528
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
1,301,428
1,574,794
Jersey, Guernsey and Isle of Man
1,155,000
35,000
Europe
31,792
78,306
North America
249,815
110,921
Australia and New Zealand
44,666
88,507
2,782,701
1,887,528
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses
178
5,459
Depreciation of property, plant and equipment
191,978
205,688
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
5
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the Company
24,225
30,000
6
Employees

The average monthly number of persons (including directors) employed by the Company during the year was:

2025
2024
Number
Number
Directors
4
4
Corporate finance
4
7
Research and sales
7
7
Accounts and administration
2
1
Total
17
19

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,221,694
1,527,505
Social security costs
152,654
174,004
Pension costs
129,652
35,139
1,504,000
1,736,648

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)

 

 

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
462,271
486,458
Company pension contributions to defined contribution schemes
80,531
8,684
542,802
495,142
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Directors' remuneration
(Continued)
- 21 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
148,562
182,250
Company pension contributions to defined contribution schemes
58,063
-
8
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
5,613
5,673
Income above relates to assets held at amortised cost, unless stated otherwise.
9
Finance costs
2025
2024
£
£
Interest on lease liabilities
(78)
1,417
10
Other gains and losses
2025
2024
£
£
Change in value of financial assets at fair value through profit or loss
(45,542)
(1,760,253)
11
Income tax expense
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(46,563)
Deferred tax
Origination and reversal of temporary differences
9,916
10,052
Total tax charge/(credit)
9,916
(36,511)
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Income tax expense
(Continued)
- 22 -

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

2025
2024
£
£
Profit/(loss) before taxation
358,231
(2,455,255)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2024: 25.00%)
89,558
(613,814)
Effect of expenses not deductible in determining taxable profit
2,663
13,744
Utilisation of tax losses not previously recognised
(76,045)
-
0
Unutilised tax losses carried forward
-
0
517,213
Adjustment in respect of prior years
(23,500)
(23,063)
Capital Allowances
-
0
(1,910)
Tax losses carried back
-
0
61,267
Deferred tax adjustments
17,240
10,052
Taxation charge/(credit) for the year
9,916
(36,511)

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%.

12
Property, plant and equipment
Short leasehold
Fixtures and fittings
Office equipment
Total
£
£
£
£
Cost
At 1 April 2023
733,430
99,526
30,621
863,577
Additions
-
0
3,346
-
0
3,346
At 31 March 2024
733,430
102,872
30,621
866,923
Adjustments
(18,010)
-
0
-
0
(18,010)
At 31 March 2025
715,420
102,872
30,621
848,913
Accumulated depreciation and impairment
At 1 April 2023
264,531
35,377
17,254
317,162
Charge for the year
176,353
26,156
3,179
205,688
At 31 March 2024
440,884
61,533
20,433
522,850
Charge for the year
159,162
27,142
5,674
191,978
At 31 March 2025
600,046
88,675
26,107
714,828
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
12
Property, plant and equipment
Short leasehold
Fixtures and fittings
Office equipment
Total
£
£
£
£
(Continued)
- 23 -
Carrying amount analysed between owned assets and right-of-use assets
At 31 March 2025
Owned assets
-
14,197
4,514
18,711
Right-of-use assets
115,374
-
-
115,374
115,374
14,197
4,514
134,085
At 31 March 2024
Owned assets
-
41,339
10,188
51,527
Right-of-use assets
292,546
-
-
292,546
292,546
41,339
10,188
344,073

Property, plant and equipment includes right-of-use assets, as follows:

Right-of-use assets
2025
2024
£
£
Net values at the year end
Property
115,374
292,546
Depreciation charge for the year
Property
159,162
176,353
13
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments held at fair value through profit or loss
386,722
372,286
-
0
-
0
Investments measured at fair value through profit and loss

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).

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
14
Trade and other receivables
2025
2024
£
£
Trade receivables
831,796
589,158
VAT recoverable
2,048
485
Amounts owed by fellow group undertakings
1,124
1,090
Other receivables
13,793
5,525
Prepayments
53,522
59,696
902,283
655,954
15
Trade receivables - credit risk
Fair value of trade receivables

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).

16
Trade and other payables
2025
2024
£
£
Trade payables
111,202
263,975
Amount owed to parent undertaking
192,477
232,016
Accruals
175,610
157,442
Social security and other taxation
41,628
58,167
Other payables
26,921
19,671
547,838
731,271
17
Lease liabilities
2025
2024
Maturity analysis
£
£
Within one year
-
216,836

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:

2025
2024
£
£
Current liabilities
-
0
216,836
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
17
Lease liabilities
(Continued)
- 25 -
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
(78)
1,417
Other leasing information is included in note 21.
18
Deferred taxation
Liabilities
Assets
2025
2024
2025
2024
£
£
£
£
Deferred tax balances
28,843
73,137
-
0
54,209
Deferred tax assets are expected to be recovered within one year.

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.

Deferred tax liability on right of use assets
Deferred tax asset on lease liabilities
Total
£
£
£
Liability at 1 April 2023
117,225
-
0
117,225
Asset at 1 April 2023
-
0
(108,349)
(108,349)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(44,088)
54,140
10,052
Liability at 1 April 2024
73,137
-
0
73,137
Asset at 1 April 2024
-
0
(54,209)
(54,209)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(44,294)
54,209
9,915
Liability at 31 March 2025
28,843
-
0
28,843
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
129,652
35,139

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,632,307,466
1,632,307,466
1,632,307
1,632,307
21
Other leasing information

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:

2025
2024
Land and buildings
£
£
Within one year
51,871
-
Information relating to lease liabilities is included in note 17.
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
22
Capital risk management

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.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Capital risk management
(Continued)
- 28 -

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:

 

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.

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Capital risk management
(Continued)
- 29 -

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:

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 30 -
23
Related party transactions

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.

24
Controlling party

The ultimate parent company is VSA Capital Group Plc, a company registered in England and Wales.

 

VSA Capital Group Plc prepares group financial statements and copies can be obtained from the registered office, which is 99 Bishopsgate, London, EC2M 3XD.

 

VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
25
Cash generated from/(absorbed by) operations
2025
2024
£
£
Profit/(loss) for the year before income tax
358,231
(2,455,255)
Adjustments for:
Finance costs
(78)
1,417
Investment income
(5,613)
(5,673)
Sales settled by shares
(58,500)
-
Depreciation and impairment of property, plant and equipment
191,978
205,688
Other gains and losses
45,542
1,760,253
Movements in working capital:
Increase in trade and other receivables
(246,329)
(275,530)
(Decrease)/increase in trade and other payables
(183,433)
227,631
Cash generated from/(absorbed by) operations
101,798
(541,469)
26
Prior period adjustment

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.

Reconciliation of changes in equity
1 April
31 March
2023
2024
Notes
£
£
Equity as previously reported
3,084,164
750,544
Adjustments to prior year
Reversal of accrued income on Silverwood transaction originally recognised in the year to 31 March 2024
-
(94,000)
Deferred tax asset recognised on lease liability
(117,225)
-
Deferred tax liability recognised on right of use asset
108,349
-
Equity as adjusted
3,075,288
656,544
Analysis of the effect upon equity
Retained earnings
(8,876)
(94,000)
VSA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
26
Prior period adjustment
(Continued)
- 32 -
Reconciliation of changes in loss for the previous financial period
2024
Notes
£
Loss as previously reported
(2,324,744)
Adjustments to prior year
Reversal of accrued income on Silverwood transaction originally recognised in the year to 31 March 2024
(94,000)
Loss as adjusted
(2,418,744)
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