The directors present the strategic report for the year ended 31 January 2026.

Overview of the Principal Activities of the Business

Virgil Alternative Investments UK Ltd ("VAI" or "the Company") is a London-based boutique merchant bank, authorised and regulated by the Financial Conduct Authority (FCA, the United Kingdom's supervisory authority for financial services), specialised in private markets. The Company operates in the origination, structuring and distribution of investment opportunities across Private Equity, Private Debt and Emerging Strategies, combining traditional financial expertise with advanced data analytics and artificial intelligence methodologies.

The principal activities of the Company, conducted under the FCA permissions held, are the following:

• Investments Arranging: arranging investment transactions in Private Equity and Private Debt, and structured investment products such as Actively Managed Certificates (AMCs).

• Financial Advisory and Portfolio Advisory: advisory services on investments tailored to institutional and qualified investors, with a specific focus on private markets, deal origination and market scouting, including portfolio construction guidance.

• Asset Management and Portfolio Management: asset and portfolio management services without client money custody, with trade execution conducted through regulated SPV custodians/brokers.

• Capital Raising & Placing: third-party capital raising activity specialised in Private Equity, Private Debt and Alternative/Emerging Funds transactions.

• Appointed Representative Services: operating as principal in respect of entities carrying out regulated activities under the supervision of the Company.

• Investor Outreach: capital introduction and fundraising activities for the benefit of alternative financial companies.

During the year, the Company consolidated its operational positioning in private markets and continued the expansion of its merchant banking and capital raising activities.

The financial year was characterised by the full deployment of the FCA full licence obtained in September 2024, which allowed the Company to operate under its own regulatory perimeter, overcoming the operational limitations of the previous Appointed Representative model.

The Company strengthened its positioning in the market through the expansion of its operational structure, the enhancement of internal processes and the development of new strategic initiatives focused on alternative investments and financial advisory activities.

It is worth noting that the first year of operation under a proprietary licence is typically a year of investment, as the broadening of the service offering and the consolidation of market positioning require an appropriate development horizon. Nevertheless, the Company believes it has established a solid operational foundation shortly after obtaining the licence.

The Company operates in a context characterised by the following principal risks and uncertainties:

• Brand & scale perception: the Company's smaller scale and lower visibility compared to global banks represent a risk factor in market perception, particularly in emerging markets and traditional boards.

• Revenue volatility: the Company has a dependency on the performance of capital markets and investment activity cycles.

• Competition: competitive pressure from global investment banks with balance sheet capacity and consolidated brand recognition.

• Market cyclicality: potential market downturns may reduce transaction volumes and investment activity.

The principal business developments of the year are the following:

• Expansion of the commercial and operational structure to support the Company's growth objectives.

• Development of strategic initiatives aimed at strengthening capital raising and third-party distribution activities.

• Design and engineering of an internal AI Proprietary Model to support operational and analytical activities.

• Scouting and selection of senior professionals with relevant industry expertise to support the Company's expansion and market positioning.

• Structuring of onboarding and operational integration processes aimed at ensuring continuity of service and regulatory compliance.

The expected business developments for the next 12 months include:

• Expansion of the Company's investor and institutional network.

• Increase in mandates related to merchant banking, advisory and alternative investment activities.

• Strengthening of the operational and commercial structure.

• Engagement of senior industry professionals to support the Company's growth and strategic development.

• Continued development of the AI Proprietary Model to enhance internal operational capabilities.

• Expansion of strategic partnerships within the alternative investment ecosystem.

• Further development of the Company's capital raising activities.

Regulatory Environment and FCA Authorisation

Obtaining the full licence enabled the Company to overcome the previous operational model based on Appointed Representative agreement, significantly expanding its service capabilities.

The FCA permissions held by the Company cover Investments Arranging, Financial Advisory, Asset Management (without client money custody), Capital Raising & Placing, and operating as principal in the provision of Appointed Representative services.

The Company maintains an internal department dedicated to compliance, which has been the subject of continuing investment following the granting of the licence.

Significant Post Year-End Events

Following the close of the financial year, the Company continued the expansion of its operational and commercial activities with international institutional counterparties and strategic partners.

The Company also continued the review and implementation of operational agreements and internal procedures aimed at supporting the development of portfolio advisory and portfolio management activities in relation to structured investment solutions.

These initiatives are expected to support the Company's future growth and the expansion of its operational capabilities.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2026.

The principal activity of the company continued to be that of specialising in alternative and disruptive investments,

supporting institutional and professional Investors.

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

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.

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.

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.

We have audited the financial statements of Virgil Alternative Investments UK Ltd (the 'company') for the year ended 31 January 2026 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 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 January 2026 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.

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:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

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.

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.

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:.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, was as follows:

• The engagement partner ensured that the audit team has appropriate competence, skills and experience to identify risk of non-compliance with applicable laws and regulations.

• We identified the laws and regulations applicable to the company through discussions with directors and other management and from our commercial knowledge and experience of the company's activity.

• We focused on specific laws and regulations which we considered may have a direct material effect on the operation of the company, which include Companies Act 2006, FCA regulations, Bribery act, Fraud act 2006, Employment law and Anti-Money laundering regulations.

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries with informed management and compliance consultant; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by

• Making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud.

• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

• Reviewing safeguarding compliance report to identify potential risks giving rise to non-compliance with regulations which might impact going concern.

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical review procedures to identify any unusual or unexpected relationships.

• Tested journal entries to identify unusual transactions.

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures, which included but were not limited to:

• Agreeing financial statement disclosures to underlying supporting documentation;

• Enquiring of management as to actual and potential litigation and claims; and

• Enquiring with compliance officers and service provider regarding any breach of regulations.

• Reviewing FCA register to check for any breaches highlighted on the company’s FCA records.

• Reviewing correspondence with HMRC and regulatory and legal correspondence, if any.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

Virgil Alternative Investments UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 37-38 Long Acre, London, WC2E9JT.

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. Although the company qualifies as small under the Companies Act 2006, the financial statements include additional disclosures where considered necessary to give a true and fair view.

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.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT for standard rate supplies and zero rate on exempt activities.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is determined by the contractual arrangements in place. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Other relevant intangible assets are not amortised where they are considered to have an indefinite useful economic life. This includes certain crypto asset investments, which are held as intangible assets and assessed annually for impairment.

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:

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:

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.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. 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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company 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 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.

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.

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

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, 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.

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.

The tax expense represents the sum of the tax currently payable and deferred 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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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.

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.

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

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.

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.

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

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:

The company received a loan of £150,000 in the previous year, repayable in full in three years from the reporting date. The loan accrues interest at a fixed rate of 7% per annum, with interest compounding annually and payable at maturity.

During the year, the parent undertaking acquired additional shares in the company for consideration of £10,500. The consideration was settled through offset against dividends payable to the parent undertaking at the year end.

The Parent Company is VA Capital Holding Limited, a private limited company registered in England & Wales with registered office address 37-38 Long Acre, London, United Kingdom, WC2E 9JT.