The director presents the strategic report for the year ended 31 December 2024.
On 1 January 2017, Maciste Ltd purchased the entire share capital of VCUK Financial Services Ltd.
VCUK Financial Services Ltd ("VCUK") is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom ("UK"). VCUK Financial Services Ltd is a member of the London Stock Exchange.
Since its foundation in 2006, VCUK has assisted international investors in accessing developing markets in Central Asia and other emerging and frontier jurisdictions. VCUK continues to offer a full range of services to professional investors, including investment banking advisory, execution in equity and fixed income markets, corporate finance, and access to debt and equity capital markets. VCUK operates exclusively on an agency and riskless principal basis for professional clients primarily located in the UK, Europe, and the emerging markets, with a focus on securities issued by companies in Kazakhstan and other Central Asian countries.
Within the investment banking division, VCUK continues to prioritise opportunities in the renewable energy and energy efficiency sectors. In Romania, through its wholly owned subsidiary Podari Power SRL, Maciste had secured a 52-hectare site for the development of a 50MW solar plant. However, following the local municipality’s ongoing refusal to issue the construction permit, the project has been delayed significantly. Legal proceedings have been initiated, and a court hearing is expected to begin in January 2025. The group is seeking compensation equal to the agreed transaction value of EUR 4.9 million, which was the expected sale price prior to the disruption.
In parallel, Maciste continues to develop renewable energy projects in the region. Two 30MW floating solar PV plants are being progressed in North Macedonia, in collaboration with Sungrow, one of the world’s leading companies in solar inverter technology and floating PV systems.
In Kazakhstan, the 100MW Zhanatas Wind Farm project continues to perform strongly, with annual revenues consistently exceeding EUR 25.1 million and net profits remaining above EUR 5.2 million. The project remains a key reference asset in the group’s renewable energy portfolio.
VCUK also continued its internal efficiency initiatives during 2024, reviewing trade execution frameworks and focusing on cost control, digital tools, and expanded product coverage to support long-term resilience and growth.
The group remains exposed to the volatility of revenue flows, given the nature of its business model and geographic exposure. These risks are mitigated through active cost management, robust client due diligence, regulatory capital planning, and a continued emphasis on diversifying revenue streams within the firm's strategic focus.
The key performance indicatiors for the year ended 31 December 2024, with comparitives are stated below:
| 2024 £ | 2023 £ |
Turnover | 114,838 | 295,705 |
Loss for the financial year | - 186,199 | - 344,894 |
The Board of Directors and its management team considers, 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 matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2024; and in so having regard, amongst other matters to;
(a) the likely consequences of any decision in the long term,
(b) the interests of the company’s employees and consultants
(c) the need to foster the company's business relationships with suppliers, customers, and others,
(d) the impact of the company's operations on the community and the environment,
(e) the desirability of the company maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly as between members of the company.
The Board has developed a rolling business plan which is based around achieving our long-term goal of being regarded as a reliable and innovative investment banking team specializing in the frontier emerging market investment opportunities. The Board understands the importance of engaging with all its stakeholders and regularly discusses issues concerning employees, consultants, clients, suppliers, community and environment, regulators and shareholders which inform its decision-making processes.
Employees
Our employees and consultants remain fundamental to the achievement of our business plan. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team’s productivity and our individual employees’ and consultants’ potential within the business. In addition to the mandatory training as part of the FCA regulations we encourage and assist employees and consultant to attend industry related conferences and training. As a small business we always communicating and updating our employees and consultants on the company’s plans and performance, share ideas and opportunities.
Clients
We will continue to act honestly, fairly and professionally in accordance with the best interests of our clients. Our aim is to understand our client requirements and needs. The company must pay due regard to the information needs of our clients and communicate information to them in a way which is clear, fair and not misleading. We will manage conflicts of interest fairly, both between ourselves and our clients and between a customer and another customer. We will continue to provide the unbiased advice and recommendations on any potential investment opportunities that we introduce.
Suppliers
As a small business working in the investment banking industry, we work with a relatively small number of suppliers. Our aim is to develop and enter into long term agreements with our suppliers as this enables us to develop reliable long term partnerships with our suppliers. We seek to be fair and transparent in our dealings with suppliers.
Environment and community
The Board takes sustainability and environmental responsibility very seriously both in the office and in the markets that we operate. In our business we have been successful in expanding our renewable energy and energy efficiency projects. The group encourages diversity and inclusion.
Governance and regulation
The Board’s intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards of business conduct and good governance expected of a business of our nature and size and in full alignment with the rules and guidelines of the Regulators. In doing so, we believe we will achieve our long-term business strategy and also further develop our reputation in our sector.
Shareholders
The interest of the Board and company’s main shareholder are fully aligned as the sole beneficiary holder of the company is a director of the parent company and VCUK.
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 10.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The group’s financial instruments at the balance sheet date comprised cash and liquid resources. The main purpose of these financial instruments is to provide finance for the group’s operations.
It is, and has been throughout the period under review, the group’s policy to hold a portion of listed securities for liquidity management purposes.
The group had significant net cash balances at the balance sheet date and continues to pursue active working capital management strategies to ensure maximum liquidity.
The group holds financial instruments denominated in US dollars and in euros. Gains and losses arising from currency exposure are recognized in the profit and loss account.
In 2019, VCUK acquired the technological rights to the design and manufacturing of a three-wheeler electric vehicle (E3W). VCUK, through its subsidiary E3W Ltd, has continued to develop an e-mobility project in Sri Lanka, targeting the replacement of conventional Tuk Tuks—now considered obsolete and polluting—with a clean, safe, and affordable electric alternative. The initiative includes a vehicle rollout, a national charging network, and a battery leasing programme supported by a cost-effective commercial model.
Throughout 2024, VCUK maintained its focus on local partnerships and continued discussions with industrial groups regarding the production and commercial deployment of the vehicle across Sri Lanka. Despite interest from potential acquirers during the year, no binding transaction was finalised. Efforts remain ongoing to secure a strategic partner for scaling up production.
In addition to its activities in e-mobility, the group—through Podari Power SRL—has been pursuing the development of a 50MW solar photovoltaic project in Romania. Although a disposal of the project was agreed in principle, the transaction failed to complete due to the local municipality's refusal to issue the required construction permit. As a result, legal action has been initiated, and the group expects the matter to proceed to trial in early 2025. The group is seeking damages equivalent to the originally agreed sale value of EUR 4.9 million.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of Maciste Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £7,226 (2023 - £294 loss).
Maciste Ltd ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is 77 Fulham Palace Road, The Foundry, London, United Kingdom, W6 8AJ.
The group consists of Maciste Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Maciste Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements other than E3W Ltd are made up to 31 December 2024, E3W Ltd is made up to 27 February 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover represents net invoiced brokerage charges; spread income excluding value added tax; and realised movement on securities. Commission receivable is recognised on the trade date. Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and turnover can be reliably measured.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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 profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
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 stock or fixed 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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
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.
Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
In the application of the group’s accounting policies, the director is 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The director decided a bonus declared in the year ended 31 December 2021 and partially paid in the year ended 31 December 2022 will not be fully paid and has therefore been released back the profit and loss account.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
No amount of deferred tax asset was recognised due to uncertainty of future profits.
Details of the company's subsidiaries at 31 December 2024 are as follows:
The unlisted investments were valued at cost less impairment. The total investments had a historical cost of £2,149,497 (2023: £2,149,497)
The Ordinary Shares carry full voting rights, dividend rights and rights to participaite in a distribution.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The director decided a bonus declared in the year ended 31 December 2021 and partially paid in the year ended 31 December 2022 will not be fully paid and has therefore been released back the profit and loss account.
The loans carry interest at Bank of England Rate plus 0.25% per annum. The loans are due on maturity of date of the loan or a date prior to the maturity date where agreed by the company.