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

In many ways this was a very successful year, but unfortunately in terms of P&L we are reporting an underlying loss, which is disappointing but also a timing issue as the underlying position of the Company is good and we found that certain deals we expected to complete in our final quarter, were pushed out due to uncertainty from the Iran War. Where we were incredibly successful was our predictions on the market and in particular being so positive on the mining sector and certain precious and critical metals within it such as gold, silver, tungsten and tin. VSA continues to believe we are in a once on a lifetime super bull market for commodities and so we have focussed our attentions very much to benefit from that scenario. What we have noticed is that as well as there being a clear shortage of certain commodities, there is also a shortage of good people in our industry who really understand the commodity sector, as mining is not like other sectors and is very much a specialist sector that often requires far more knowledge and a different network that a generalist broker can offer. Although due to the antiquated Nomad system, a UK domestically focused broker is appointed. We also maintain a very active position in transitional energy, given its close links to the commodity sector and the renewed focus on energy security following the Iran war. This applies across all forms of energy, including oil and gas, nuclear and SWB (solar, wind, batteries).

We continue to demonstrate that VSA thinks outside of the box and has an ability to secure capital from around the World. We funded both Invinity Energy Systems and Aurrigo with capital from India last Summer. We continue to work on global mandates for our clients to secure strategic partners. This work can last for 12-18 months and the reward only comes from success and so is often not appropriate for your average broker but at VSA we are very comfortable working with clients in this way. We were also delighted to be involved in a Canadian syndicate for Sierra Madre Gold & Silver and the raise of C$57.5mn to buy a new mine. To highlight our long term approach; we have worked with this company since it was an exploration company and now in production buying a second mine.

I was also very pleased when Mark Thompson agreed to be our Non Executive Chairman and then subsequently acquired 20.2% of VSA. Mark is an energetic entrepreneur who generates leads and opportunities mainly within the commodity space but not exclusively. It was Mark who introduced Drakewood to VSA and he continues to introduce us to very interesting deal flow. Although his role is Non Executive, he is very active working with us.

Our retained client base has grown to 37 despite the number of companies listed on the LSE and AIM continuing to decline. The main reason we have achieved this is that we are also quite active on other exchanges especially the TSX-V. London sadly has far fewer good quality mining companies (excluding the FTSE 100). This is sad as London used to be the global leader for mining finance but today it is a fraction of the TSX and ASX in terms of the numbers of companies and funds raised. This does mean that if you look at LSE statistics it appears VSA is not as active in mining as some other brokers but in truth we are much more active but working overseas with higher quality companies. This is also partly since we are not a Nomad and so have the flexibility to look outside of the UK and be genuine sector specialists. Although over the last 16 years we have attempted numerous times, both by acquisition and organically, to become one the LSE approach has always been, “no one can acquire a Nomad”. This has meant the number of Nomads has shrunk from 98 to just 22 today. This is not the sign of a healthy market, and we believe there is a strong need to rejuvenate the Aim market and to grow it, not shrink it as many of our overseas clients would consider coming to London if felt it worthwhile. We believe passionately that the UK should have a World leading exchange as it used to and that a strong stock market leads to a strong economy.

Sector Focus

Two years ago, I indicated that we intended to focus more on Natural Resources and Transitional Energy where we have strong expertise and saw the greatest opportunities. This year that has proved very right and it remains our core focus. In fact, our strategy for our sector focus has not changed at all since I wrote 12 months ago. As I commented earlier, our ability to analyse and predict the future has been remarkably good. In mining our stocks picks at the start of 2025 had a losing company with a return of over 200% and the winning stock pick was up 400%.

We have within the mining sector created a niche capability for being the market leader in arbitration cases and we now act and have raised funds for two UK companies, Panthera Resources and Emmerson. Although at first many people find these complicated and so avoid, once you can appreciate the nuances, they actually become relatively simple and highly rewarding. They behave in many ways like very high yielding zero coupon bonds trading up towards the judgement day. But also, it is the “journey” where the safest money is made and not the actual judgement itself.  

The commodity bull market is not just about mining but is actually mining, energy and agriculture and we believe that the way to play AI is not through tech stocks anymore but mining and energy, because data centres consume vast amounts of critical metals and then vast amounts of energy (something sadly many politicians in the UK have yet to understand). In the UK we need every bit of energy we can create if we want to play a part in AI and data centres. This means we need to maximize our capabilities in oil and gas both in the North Sea, but also onshore both by fracking and conventional extraction. We need to build out more nuclear capability and include SMR’s and then also have as much SWB as possible. It is not one or other, we need them all. This will also reduce our dependence on other markets which with the situation in Iran is becoming increasingly clear we need to. It will also create so many new jobs helping the UK economy. Modern technology will also mean we have better reserves than we imagined and also recoverable more easily. We believe we will see much more activity in UK oil & gas in this coming year even if coming from an absurdly low base. Common sense has to prevail. This year we have already raised £8m for Star Energy at 15p bringing in new investors who view it as a way to play datacentres.

Equity Capital Markets

Two years ago, I wrote that I was worried that the equity markets were in terminal market decline in the UK. Sadly, I continue to be worried, and the current Labour Government has basically no interest in business and its success. It follows a socialist agenda led by a human rights lawyer and a cabinet with little business experience, although of course this may all change over the summer, but it will be no better. I travel extensively and it is always disappointing to hear how international people look at the UK and wonder why we have gone so astray.

The World has changed, and I said two years ago that Bretton Woods was all over, well it is now! This does potentially lead to a massive opportunity as the USA now realises that it needs to be less reliant on China in particular and it needs its own critical metals. The USA has very little mining exposure or expertise and yet has a huge capital market and its Magnificent 7 Tech companies are worth combined about $20trn and the tech sector in total about $30trn. It will only require a fraction of that capital to be moved to the mining sector to see a huge uplift and this is why I have been spending more time in the USA looking for new pools of capital. To put that in perspective the FTSE 100 combined is valued at $3.5trn. Most funds are very underweight commodities and in general globally it is down to not much above 1% whereas historically it has run closer to 10%. This again just demonstrates the potential upside we may see if switching takes place and again to repeat myself, the way to play AI and datacentres is commodities.

Where the World will go from here is not easy to predict except that there is a new order evolving. China has very cleverly appeared to stay out of Ukraine, Iran and Gaza and simply watched. I am not expecting them to invade Taiwan, but eventually Taiwan will be part of China again. Nationalism is on the rise understandably not necessarily as a “Far right” move, which it is often wrongly categorised as, but simply the socialist experiment of the last 20 years has failed, and people want change. In the UK that is particularly true and when forecasting markets, political events are becoming increasingly important.  

The World is also siting on a very dangerous tinder pot of debt which is currently at unsustainable levels. Governments are desperately trying to reduce interest rates to contain their interest payments, but inflation is not calming down due to global events, and the opposite is taking place. This is simply not sustainable and the concern is a massive debt default globally and a “Wall St crash” event taking place. In the UK the interest bill on our debt is running at about £120bn annually which is about 10% of all Government spending. This is only surpassed by another major concern in Western economies and where the UK is very bad. Welfare benefits have grown out of all proportion and in the UK now has reached a staggering £350bn or 25% of all Government spending. If this is not reduced significantly, a disaster is waiting to happen, and everyone will suffer.

International Reach

VSA continues to differentiate itself with its international reach and capabilities and this is something that we will continue to develop as it is a differentiator and also not easy and we have invested considerable time and effort over the last 15 years. The VSA brand is well known internationally and sometimes better than in the UK itself.

In many ways our industry is very simple as we connect good quality companies with pools of capital, but we know that the pools of capital in the UK are shrinking and that UK companies are wary of a UK listing, so being international is vital. We also believe that here will be more M&A, especially in mining, and again that is likely to be very international.

Outlook

It is very difficult in our industry to forecast with certainty, so we tend to use phrases such as “cautiously optimistic”. What we can forecast fairly accurately is our cost base and, at VSA, we maintain good control over this. This means that, if good deals do take place, we can quickly generate decent profits. Our retained client base is effectively our future pipeline and we now have a record number of retained clients and I suspect that our retained clients per member of staff is better than virtually every other firm. This has undoubtedly been helped by our sensible use of AI, as we find that we can now work more efficiently and it doesn’t mean we need less staff, but we can do more work with the staff we have.

Due to global events and UK politics, Q1 has been quieter than I would have hoped and Q2 falls over the summer, which is often a quieter period. However, I remain cautiously optimistic, as we are working on some major transactions that should provide very good revenue for the full year. We also know that the sectors in which we operate remain very active, with companies needing to replenish capital and, increasingly, looking at M&A as a way to secure assets, strengthen balance sheets and position themselves for the next stage of the cycle.

VSA has some very strong inherent value which we do not believe is reflected in our current valuation and we do continue to review what outcomes could potentially give shareholders the best reward. Six shareholders own 80% of the Company and we actively consider and look at ways to maximise value using the strong skill sets we have in our specialist sectors and I hope that with the commodity bull market in full swing we will find a good way forward to achieve this.

The principal area of risk is reduced gross revenue due to market conditions or lack of engagement mandates. New business risk is managed by market research into new client base opportunities and building relationships alongside existing contracts to spread the capacity of the Company to provide its services.

VSA services the energy sector and concentration of risk is a consideration for senior management. Within this sector VSA offers diversified services and hopes to mitigate its specific concentration risks to an acceptable level taking into account energy sub sectors (i.e. transitional energy) and geographical and geo-political concentration. VSA as part of its strategic and business plans has started to diversify and now also operates in the TMT sector. The receivables position is another risk factor which is monitored weekly to ensure that payments are received on time.

Any economic or political factors either domestically or internationally are regularly monitored and their impact is deliberated at a senior level prior to committing VSA to any risk exposure. VSA Capital does not engage with companies domiciled or operating assets in countries subject to sanctions by the UK. Due Diligence includes a review of senior management and significant shareholders against current OFAC, UK HM Treasury and other global sanctions lists.

The directors consider that the key performance indicators of the Company are as follow:

Number of corporate clients - 37 (2025: 30)

Loss before tax - £326,012 (2025: profit before tax £358,231)

Net assets - £668,039 (2025: £1,004,859)

The board of directors of VSA Capital Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and members set out in s172(1)(a-f) of the act) in the decisions taken during the the year ended 31 March 2026.

On behalf of the board

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

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

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The company's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the company's contractual and other legal obligations.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the Company's ability to continue as a going concern.

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.

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

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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

We have audited the financial statements of VSA Capital Limited (the 'Company') for the year ended 31 March 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 UK adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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 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.

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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and determined that the most significant which have a direct material effect on the amounts and disclosures in the financial statements are the Companies Act 2006 and International Financial Reporting Standards as adopted by the United Kingdom.

We also identified other laws and regulations which do not have a direct effect on the amounts and disclosures in the financial statements, but which compliance is fundamental to the entity’s operations including Employment Law, Health and Safety Law, Data Protections Laws (including UK General Data Protection Regulation (GDPR) and the Financial Conduct Authority (FCA) Regulations and enquires were made with management regarding procedures in place to ensure compliance.

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

• Assigned an engagement team to the audit that collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

• Enquired with management on any non-compliance with laws and regulations.

• Reviewed the legal expense accounts and legal correspondence to identify potential litigation or claims involving the entity.

• Reviewed internal policies and procedures and external guidance.

• Reviewed the completeness and accuracy of associated disclosures made in the financial statements.

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

• Considered whether there were areas of the financial statements particularly susceptible to fraud and enquired with management as to any known or suspected instances of fraud and their assessment of fraud risk.

• Considered whether management have incentives and opportunities to manipulate financial results and determined the key audit risks related to completeness of income, management override of controls, fixed asset investments and the right of use asset and lease liability.

• The risk of management override of controls has been reviewed and audited, including through testing journal entries, accounting estimates and other adjustments for appropriateness. Furthermore, analytical procedures were undertaken to identify any unusual or unexpected relationships and transactions and the rationale behind these was investigated.

• The risk of completeness of income has been reviewed and audited, including through substantive testing, along with a review of the appropriateness of the accounting policy concerning income recognition and completing detailed cut off testing either side of the balance sheet date.

• Designed and performed audit procedures to obtain sufficient appropriate evidence including substantive testing in relation to fixed asset investments and the right of use asset and lease liability.

The audit has been planned and performed in such a way as to best identify risks of material misstatement, however the inherent limitations of audit procedures means that there remains a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, override of controls, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

VSA Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 42 New Bond Street, London, EC2M 1JD. The company's principal activities and nature of its operations are disclosed in the directors' report.

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

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The continuing operations of the company had cash and cash equivalents of £242,593 as at 31 March 2026 (2025: £111,887).true

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

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

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

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

See note 3 for a detailed breakdown of income.

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

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

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

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Right of use assets consist of an office lease which is carried under the cost model. Right of use assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. Depreciation starts at the commencement date of the lease.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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

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

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

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

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

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

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

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

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

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

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

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

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

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

When the company acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the company applies IFRS 15 to allocate the consideration in the contract. When the company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined above.

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

Their aggregate remuneration comprised:

Included in the above are the following costs in relation to a director of the company's parent entity, who is not a director of the company:

Wages and salaries: £15,500 (2025: £8,462)

Social security costs: £1,574 (2025: £435)

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2025 - 3).

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

Due to the uncertainty of the timing of taxable profits in the future, a deferred tax asset in respect of tax losses has not been recognised in the accounts. Further information about deferred tax assets and liabilities is included in note 19. The main rate of Corporation Tax for the year to 31 March 2026 continued to be 25%.

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

Investments comprise quoted and unquoted securities, and are classified at fair value through profit and loss. The quoted securities comprise equities quoted on the London Stock Exchange of £190,598 (2025: £159,180), equities listed on Aquis of £322,795 (2025: £70,265) and equities listed on Canadian Stock Exchanges of £61,758 (2025: £20,614). The unquoted securities comprise equities held in private companies of £29,592 (2025: £136,663).

No interest is charged on outstanding trade receivables. The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. The company reviews all receivables for impairment and makes a provision against a debtor when it is considered more likely than not that the debt will not be recoverable. At 31 March 2026 a provision for impairment of £71,478 has been made (2025: Nil).

Finance lease payments represent office lease rentals payable by the company. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

Due to the uncertainty of the timing of taxable profits in the future, no deferred tax asset has been recognised in respect of tax losses amounting to £2,153,886 (2025: £1,764,670). All tax losses may be carried forward indefinitely.

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

Operating lease expenditure comprises rental payments relating to a short term office lease, which ran from May 2025 to September 2025.

The Company's financial assets comprise cash and cash equivalents, listed securities, unlisted securities and trade and other receivables which arise directly from its operations.

Categories of financial instruments at 31 March 2026

Financial assets

Financial assets at amortised cost

Trade receivables £292,423 (2025: £831,796)

Accrued income £30,518 (2025: Nil)

Other financial assets at amortised cost £15,662 (2025: £14,252)

Cash and cash equivalents £242,593 (2025: £111,887)

Financial asset investments at fair value through profit and loss £604,743 (2025: £386,722)

Total financial assets £1,185,939 (2025: £1,344,657)

Financial liabilities

Financial liabilities at amortised cost

Trade and other payables £503,293 (2025: £330,600)

Lease liabilities £818,387 (2025: Nil)

Borrowings £98,648 (2025: Nil)

Total financial liabilities £1,420,328 (2025: £330,600)

The Company's exposure to various risks associated with the financial instruments is discussed below. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

Trade receivables are amounts due from the customers for services performed in the ordinary course of business. They are generally payable in 60 days and are therefore all classified as current. Trade receivables are recognised at the amount of consideration that is unconditional. Trade receivables are reviewed for impairment and the carrying value is the net consideration expected to be received. Due to the short-term nature of the trade receivables their carrying value is considered to be the same as their fair value.

Other financial assets are measured at amortised cost. Due to the short-term nature of these financial assets their carrying value is considered to be the same as their fair value.

Cash and cash equivalents include £10,974 of cash at bank and in hand (2025: £10,643) and £231,619 of deposits at call (2025: £101,244). Term deposits are presented as cash equivalents if they have maturity of three months or less from the date of acquisition and are repayable with 24 hours' notice with no loss of interest.

Trade and other payables include trade payables of £134,425 (2025: £111,202), amounts owed to the company's parent undertaking of £342,665 (2025: £192,477) and other liabilities of £26,203 (2025: £26,921). The carrying value of these financial liabilities are considered to be the same as their fair values due to their short-term nature.

Lease liabilities are measured on a present value basis in accordance with IFRS 16. The carrying value at 31 March 2026 is £818,387 (2025: Nil). £190,678 (2025: Nil) is shown as a current liability due within a year and £627,709 (2025: Nil) is due in over a year. Lease liabilities are described in detail in note 18.

Borrowings are measured at amortised cost and comprise a long term loan from Drakewood Capital Management Limited of £98,648 (2025: Nil).

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising returns to shareholders. It is the current strategy of the Company to finance its activities from existing equity and reserves and by the issue of new equity if required. The Company is also required to maintain a certain amount of capital to meet the requirement of the regulator the Financial Conduct Authority, of which the Company is a member.

Other risks management

The Company's operations expose it to a variety of financial risks that include the effects of changes in liquidity risk, credit risk and market price risk. As the majority of the Company's assets and liabilities are denominated in Sterling it is not exposed to any material foreign exchange risk.

Credit risk

The credit risk on accounts receivable is monitored by senior management. To limit exposure to credit risk, many engagements require that fees are paid in advance of any activity being undertaken. Corporate finance activities are engaged on the basis that funds are received on a regular basis with the balance of funds due on funding completion which therefore minimises credit risk.

Liquidity risk

Ultimate responsibility for liquidity risk management rests with the board of Directors, which has devised an appropriate strategy for liquidity risk management. The Company manages its liquidity risk by maintaining adequate reserves and cash resources to meet its day to day requirements and by the preparation of timely management information including projections and cashflow forecasts.

Market price risk

The Company's exposure to market price risk mainly arises from potential movements in the fair value of its investments. The Company's management meets regularly to consider investment strategy in respect of the Company's portfolio.

Sensitivity analysis

Financial instruments affected by market price risk include the Company's portfolio of listed investments. The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity of the Company's financial instruments (as at the year end) to changes in Global Stock Market Indices.

The following assumptions were made in calculating the sensitivity analysis:

• All income statement sensitivities will impact equity.

• An insignificant volume of equities within the Company's portfolio are denominated in other currencies. The impact of foreign exchange risk has not been considered as the value risk is not considered to be material.

• All equity indices, regardless of location, will either increase or decrease in similar proportions.

Income Statement / Equity Impact Analysis

As at 31 March 2026, the Company held equities valued with a fair value of £604,743 (2025: £386,722). The sensitivity to significant movements in Global Equity Market Indices are as follows:

Global Equity Market Indices            2026        2025

+ 5%                        £30,237        £19,336

- 5%                        (£30,237)    (£19,336)

- 10%                        (£60,474)    (£38,672)

- 15%                        (£90,711)    (£58,008)

The above sensitivities are calculated with reference to equities held on 31 March 2026. The volume and sector mix of the Company's equity portfolio will change depending on the Company's investment appetite and availability of funding.

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

Financial assets at FVTPL:

Quoted Securities - £575,152 (2025: £250,059) (level 1)        

Unquoted Securities - £29,591 (2025: £136,663) (level 3)

Total - £604,743 (2025: £386,722)

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices. Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Valuation Techniques applied to Level 3 Financial Instruments:

Level 3 Financial Instruments comprise of unquoted equity investments in private companies. Valuation will be based on the following:

• Last known sales price of the instrument (if a sale of the financial instrument has occurred between a willing buyer and seller within 12 months of the balance sheet date).

• Director's valuation.

VSA Capital Group Plc

The company is wholly owned by VSA Capital Group Plc. During the year, the Company paid interest of £37,571 to VSA Capital Group Plc, on an intercompany loan (2025: Nil).

The Company incurred costs on behalf of VSA Capital Group Plc of £18,204 during the year, in respect of Companies House filing costs and other legal and professional costs (2025: £28,464).

At 31 March 2026 the Company owed VSA Capital Group Plc £342,665 (2025: £192,477)

Shanghai Mining Club Limited

Shanghai Mining Club Limited, trading as Shanghai Mining Club, was launched in conjunction with other parties, to provide services to mining companies internationally, giving them access to the Chinese mining and financial community and market intelligence. VSA Capital Limited owns 40% of Shanghai Mining Club Limited.

The Company incurred costs on behalf of Shanghai Mining Club Limited of £34 during the year, relating to Companies House filing fees (2025: £34).

At 31 March 2026, the Company owed Shanghai Mining Club Limited £26,203 (2024: £19,637).

Pure Reports Limited

At 31 March 2026, Pure Reports Limited, a company 100% owned by VSA Capital Limited, owed the Company £34 (2025: £1,124).

The Company incurred costs on behalf of Pure Reports Limited of £34 during the year, relating to Companies House filing fees (2025: £34).

Cayenne Copper Limited

During the year, VSA Capital Limited raised invoices totalling Nil (2025: £44,310) to Cayenne Copper Limited, a company where Mark Thompson, who serves as a director of the Company's parent VSA Capital Group PLC, also served as a director for part of the year.

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

VSA Capital Group Plc prepares group financial statements and copies can be obtained from the registered office, which is 42 New Broad Street, London, England, EC2M 1JD.