Company registration number 05956237 (England and Wales)
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
COMPANY INFORMATION
Directors
Mr. S Resegotti
Ms N G Griskeviciene
(Appointed 20 October 2025)
Company number
05956237
Registered office
The Foundry
77 Fulham Palace Road
London
W6 8JA
Auditor
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
VCUK Financial Services Limited ("VCUK") is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom ("UK"). Since its foundation in 2006, VCUK has supported international investors seeking access to developing markets in Central Asia and other emerging and frontier jurisdictions. The firm continues to offer a range of services to professional investors, including investment banking advisory, execution in equity and fixed income markets, corporate finance, and access to both debt and equity capital markets. In 2024, VCUK maintained its strategic focus on professional and institutional clients, operating exclusively on an agency and riskless principal basis. Its client base remains primarily located in the UK, Europe, and key emerging markets, with sustained interest in securities issued by emerging market corporates—particularly in Kazakhstan and other Central Asian economies. Within investment banking, VCUK continues to prioritise projects in the renewable energy and energy efficiency sectors, which remain core areas of opportunity. The firm remains engaged in early-stage transaction structuring and cross-border capital raising mandates in these segments. Over the past year, VCUK has also undertaken a review of its trade execution framework, with a view to streamlining operational processes and expanding product and market coverage where appropriate. This ongoing effort to improve cost-efficiency and execution capabilities has resulted in incremental enhancements to the firm's internal systems and broader infrastructure. Looking ahead, VCUK remains committed to delivering value-added, high-touch services to its clients across its key focus regions, while closely monitoring regulatory and market developments relevant to its core activities. |
Principal risks and uncertainties
The principal risk remains an uncertainty faced by the company due to volatility of revenue flows. This is mitigated by proactive management of the firm's cost base and its regulatory capital plus an increase in our corporate finance related business.
Key performance indicators
The key performance indicators for the year ended 31 December 2024, with comparatives are stated below:
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
STATUTORY DUTIES UNDER s172(1) COMPANIES ACT 2006
The Board of Directors 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.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Other information and explanations
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 company 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 one of the two directors of the company.
Mr. S Resegotti
Director
23 December 2025
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company during the year remained unchanged. VCUK continues to operate as an agent dealing in listed securities, primarily on behalf of professional and institutional clients, and to pursue investment banking advisory mandates—particularly in connection with renewable energy and energy efficiency projects across emerging markets.
The company has maintained its strategic focus on frontier jurisdictions in Central Asia, with continued efforts to support cross-border transactions, capital market access, and corporate finance initiatives. Cost optimisation and targeted business development initiatives have also been pursued throughout the year to support long-term value creation.
Renewable Energy Projects
The company remains actively involved in the renewable energy sector through selected mandates and direct project involvement.
Zhanatas Wind Farm (Kazakhstan): VCUK continues to monitor and support this 100 MW project, which remains fully operational. Revenues have remained stable above EUR 25 million annually, with profitability exceeding EUR 10 million, confirming the strength and long-term viability of the asset.
Podari Solar Project (Romania): During the year, VCUK concluded an agreement to dispose of the Podari Solar Project. However, the transaction failed to complete due to the local municipality's refusal to issue the required construction permit. As a result, VCUK has initiated legal proceedings against the municipality, seeking damages equivalent to the previously agreed sale price of EUR 5 million. The case is expected to proceed to trial in early January 2025.
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:
Mr. S Resegotti
Mr A Andrijanovs
(Resigned 2 April 2025)
Mr Ruslan Sibaev
(Appointed 13 December 2024 and resigned 3 November 2025)
Ms N G Griskeviciene
(Appointed 20 October 2025)
The Board acknowledges the contributions of Mr Andrijanovs and Mr Sibaev during their tenure and welcomes Ms Griskeviciene to the company.
Research and development
In 2019, the company acquired the technological rights related to the design and manufacturing of a three-wheeled electric vehicle (“E3W”). This R&D initiative, carried out through the subsidiary E3W Ltd, has continued to focus on an integrated e-mobility solution in Sri Lanka. The project aims to replace traditional petrol-powered Tuk Tuks with a cleaner, safer electric alternative, supported by a charging infrastructure and battery leasing model.
In 2024, VCUK remained active in identifying potential buyers for the E3W vehicle and associated IP rights, with the goal of reallocating resources to high-potential opportunities within the renewable energy sector. Discussions with prospective strategic partners are ongoing.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Energy and carbon report
As the company 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Financial Instruments
The company's financial instruments at the balance sheet date comprised cash and liquid resources. The primary purpose of these instruments is to fund the company’s operations and manage liquidity. It has been the company’s policy throughout the year to hold a portion of listed securities for liquidity management purposes, consistent with prudent treasury practice.
Liquidity Risk
The company maintained a strong liquidity position throughout the year, with substantial net cash balances at the balance sheet date. Active working capital management continues to be a priority, ensuring flexibility to support current operations and future growth opportunities.
Foreign Currency Risk
The company is exposed to foreign exchange fluctuations through financial instruments denominated in US dollars and euros. Gains and losses arising from exchange rate movements are recognised in the profit and loss account and actively monitored as part of overall risk management practices.
Change of name
On 20 August 2024 the company changed its name from Visor Capital (UK) Ltd to VCUK Financial Services Ltd.
On behalf of the board
Mr. S Resegotti
Director
23 December 2025
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
- 7 -
Opinion
We have audited the financial statements of VCUK Financial Services Ltd (previously called Visor Capital (UK) Limited) (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED) (CONTINUED)
- 8 -
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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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.
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.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED) (CONTINUED)
- 9 -
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 company 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.
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.
Luke Sanderson BA(Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
2nd Floor
Regis House
45 King William Street
London
EC4R 9AN
23 December 2025
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
114,838
295,705
Cost of sales
(52,347)
(138,107)
Gross profit
62,491
157,598
Administrative expenses
(266,135)
(824,309)
Other operating expenses
(9,774)
Operating loss
4
(203,644)
(676,485)
Interest receivable and similar income
8
83,949
39,255
Interest payable and similar expenses
9
(44)
(1,775)
Amounts written off investments
10
(1,342)
275,371
Loss before taxation
(121,081)
(363,634)
Tax on loss
11
Loss for the financial year
(121,081)
(363,634)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
1
1
Tangible assets
13
1,782
1
1,783
Current assets
Debtors
15
366,226
1,356,360
Investments
16
100,741
105,491
Cash at bank and in hand
1,200,674
399,821
1,667,641
1,861,672
Creditors: amounts falling due within one year
17
(540,492)
(615,224)
Net current assets
1,127,149
1,246,448
Net assets
1,127,150
1,248,231
Capital and reserves
Called up share capital
18
2,126,692
2,126,692
Profit and loss reserves
(999,542)
(878,461)
Total equity
1,127,150
1,248,231
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
Mr. S Resegotti
Director
Company registration number 05956237 (England and Wales)
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
2,126,692
(514,827)
1,611,865
Year ended 31 December 2023:
Loss and total comprehensive income
-
(363,634)
(363,634)
Balance at 31 December 2023
2,126,692
(878,461)
1,248,231
Year ended 31 December 2024:
Loss and total comprehensive income
-
(121,081)
(121,081)
Balance at 31 December 2024
2,126,692
(999,542)
1,127,150
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
VCUK Financial Services Ltd (previously called Visor Capital (UK) Limited) is a private company limited by shares incorporated in England and Wales. The registered office is The Foundry, 77 Fulham Palace Road, London, W6 8JA.
1.1
Accounting convention
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.
This 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:
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 financial statements of the company are consolidated in the financial statements of Maciste Ltd. These consolidated financial statements are available from its registered office, The Foundry, 77 Fulham Palace Road, London, W6 8AJ.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents net invoiced brokerage charges; spread income; and corporate finance income. 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.
1.4
Research and development expenditure
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.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Development costs and licences
Over 10 years
1.6
Tangible fixed assets
Tangible fixed assets 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:
Computers
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 credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company 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.
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.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and 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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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
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.
Impairment of financial assets
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial 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.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
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 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.
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.12
Leases
As lessee
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 leases asset are consumed.
1.13
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.
1.14
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.
2
Judgements and key sources of estimation uncertainty
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 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.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Commission income
114,838
295,705
2024
2023
£
£
Other revenue
Interest income
45,997
38,156
Dividends received
37,952
1,099
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange losses
35,796
28,155
Depreciation of owned tangible fixed assets
1,782
3,861
Amortisation of intangible assets
-
72,836
Operating lease charges
19,966
80,379
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,000
15,000
For other services
Other assurance services
3,600
Taxation compliance services
3,300
8,776
Other taxation services
900
All other non-audit services
1,500
9,300
8,776
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Management
2
2
Administration
1
1
Total
3
3
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
133,052
147,000
Social security costs
9,450
25,062
142,502
172,062
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
120,000
141,420
Bonus released
(140,000)
(20,000)
141,420
The directors' 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.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
29
Other interest income
45,968
38,156
Total interest revenue
45,997
38,156
Other income from investments
Dividends received
37,952
1,099
Total income
83,949
39,255
9
Interest payable and similar expenses
2024
2023
£
£
Other interest
44
1,775
10
Unrealised and Realised gains and losses
2024
2023
£
£
Fair value gains/(losses) on financial instruments
Change in value of financial assets held at fair value through profit or loss
(1,342)
3,399
Other gains/(losses)
Gain on disposal of current asset investments
-
271,972
(1,342)
275,371
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Taxation
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:
2024
2023
£
£
Loss before taxation
(121,081)
(363,634)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(30,270)
(90,909)
Tax effect of expenses that are not deductible in determining taxable profit
11,924
Dividend income
(9,488)
Loss carried forward
62,834
90,909
Provisions tax adjustment
(35,000)
Taxation charge for the year
-
-
No amount of deferred tax asset was recognised due to uncertainty of future profits.
12
Intangible fixed assets
Development costs and licences
£
Cost
At 1 January 2024 and 31 December 2024
117,837
Amortisation and impairment
At 1 January 2024 and 31 December 2024
117,836
Carrying amount
At 31 December 2024
1
At 31 December 2023
1
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
13
Tangible fixed assets
Computers
£
Cost
At 1 January 2024
24,923
Disposals
(24,923)
At 31 December 2024
Depreciation and impairment
At 1 January 2024
23,141
Depreciation charged in the year
1,782
Eliminated in respect of disposals
(24,923)
At 31 December 2024
Carrying amount
At 31 December 2024
At 31 December 2023
1,782
14
Subsidiaries
The subsidiary is the legal holder of an intellectual property. The capital and reserves of the subsidiary was £Nil as at 31 December 2024.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
E3W Ltd
UK
Ordinary
100.00
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
9,058
23,568
Other debtors
351,811
1,027,805
Prepayments and accrued income
5,357
14,136
366,226
1,065,509
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Debtors
(Continued)
- 22 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
290,851
Total debtors
366,226
1,356,360
16
Current asset investments
2024
2023
£
£
Listed investments
11,064
16,526
Unlisted investments
89,677
88,965
100,741
105,491
The unlisted investments were valued at cost less impairment. The total investments had a historical cost of £2,149,497 (2023: £2,149,497)
17
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
65,255
Corporation tax
58,845
Other taxation and social security
8,840
48,827
Other creditors
378,394
318,449
Accruals and deferred income
29,158
247,948
540,492
615,224
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,126,692
2,126,692
2,126,692
2,126,692
The Ordinary Shares carry full voting rights, dividend rights and rights to participaite in a distribution (including on winding up).
VCUK FINANCIAL SERVICES LTD (PREVIOUSLY CALLED VISOR CAPITAL (UK) LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
19
Related party transactions
2024
2023
Amounts due to related parties
£
£
Key management personnel
-
140,000
20
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Mr. S Resegotti -
5.25
1,005,305
65,570
45,968
(1,167,981)
(51,138)
1,005,305
65,570
45,968
(1,167,981)
(51,138)
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.
21
Ultimate controlling party
Maciste Ltd is regarded by the directors as being the company's ultimate parent company.
Since August 2016, the company is under the control of Stefano Resegotti.
The financial statements of the company are consolidated in the group financial statements of Maciste Ltd, which is the smallest and largest group to which the company belongs. These consolidated financial statements are available from its registered office, The Foundry, 77 Fulham Palace Road, London, Greater London, United Kingdom, W6 8AJ.
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