The director presents the strategic report for the year ended 31 January 2026.
Principal Activities and Business Review
The Group’s main operating subsidiary, Virgil Alternative Investments Limited, operates as an independent financial institution providing services within the private markets sector. Following the granting of its license in September 2024, the company transitioned from an affiliate structure to full operational independence.
Its main activities include:
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 underthe supervision of the Company.
Investor Outreach: capital introduction and fundraising activities for the benefit of alternative financial companies
The results of the Group for the period, as set out in the financial statements, show a net profit after tax of £25,872 (2025: Loss £116,733). Shareholders' equity totaled £80,058 (Restated 2025: 183,145) as at 31 January 2026.
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 couple of years operation under a proprietary licence is typically a priod 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 Director believes that risk management and control processes are appropriate to the scale and complexity of the business.
Financial Position and Future Developments
The results for the year are as set out in pages 9 to 12 of the financial statements.
The Group maintains satisfactory financial position, supported by confirmed client contracts and active fundraising initiatives. Discussions are ongoing with three qualified investors to acquire an equity stake between 15% and 25% (subject to regulatory approval on VAI).
The principal business developments of the year are the following:
Expansion of the commercial and operational structure to support the trading 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 trading 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 trading 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 trading company's capital raising activities.
The Director uses key performance indicators (KPIs) to assess the Group’s financial and operational performance. The principal KPIs are as follows:
Operating margin: Maintaining stringent operating margins to reflect disciplined cost control.
Cash-flow coverage: 1.4x forecast liquidity ratio over the next 12 months.
Revenue growth: Pipeline growth of approximately 25% year-on-year.
AI development milestones: first release of the proprietary AI model implemented in September 2026
The Director considers these results satisfactory and reflective of the Group’s growing presence in the alternative finance market.
Environmental, Social and Governance (ESG)
The Group recognises the importance of sustainable and ethical business practices. Key ESG commitments include:
Environmental: Operating a digital-first model to reduce emissions and paper waste.
Social: Promoting diversity and inclusion within hiring and partner relationships.
Governance: Maintaining rigorous internal controls, transparent reporting, and AML compliance standards. The Group’s advisory division has begun integrating ESG screening criteria into client portfolio assessments.
Going Concern
Having assessed the Group’s cash-flow forecasts, financial projections, and ongoing funding discussions, the Director is satisfied that the Group has adequate resources to continue operations for at least 12 months from when the financial statements are authorised for issue. Accordingly, the financial statements have been prepared on a going concern basis.
Significant Post Year-End Events
Following the close of the financial year, the Group continued the expansion of its operational and commercial activities with international institutional counterparties and strategic partners.
The Group 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 Group's future growth and the expansion of its operational capabilities.
On behalf of the board
The director presents her annual report and financial statements for the year ended 31 January 2026.
The results for the year are set out on page 9.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
PMK & Associates LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
We have audited the financial statements of VA Capital Holding Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the parent 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.
Our approach to identifying and assessing the susceptibility of each of the entities financial statements to material misstatements including non-compliance with laws and regulations and how fraud might occur and how these were address on the audit are:
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 discussed with informed management regarding the applicable laws and regulations and how these are being complied with.
We considered that there are specific laws and regulations, which have a direct material effect on the operation of the company, which include Companies Act 2006, FCA regulations, employment and bribery act, anti-money laundering regulations.
We assessed the compliance with the laws and regulations identified above through making enquiries with management and company in house legal counsel.
We assessed the susceptibility of the companies financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by
Making enquiries with informed management to confirm where they consider the company was susceptible to fraud and if they have knowledge of actual or suspected fraud.
Enquire with management and obtain information regarding the internal controls and policies in place to mitigate the risk of fraud
To address the risk of fraud through management bias and override of controls, we:
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In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures, which included but were not limited to:
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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.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £63,643 (2025 - £362 profit).
VA Capital Holding Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 37-38 Long Acre, London, WC2E9JT.
The group consists of VA Capital Holding Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company VA Capital Holding Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover 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 and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Unlisted investments 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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The 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 profit and loss account 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 group’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 profit and loss account, 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 if, and only if, there is 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 leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The other gains and losses recognised during the year relate to the disposal of the Group's subsidiary, ThePlatform Limited, resulting in a gain on disposal of £125,000.
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 January 2026 are as follows:
The company received a loan of £150,000 in the previous year, repayable in full in two 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.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year, the company subscribed additional shares in Virgil Alternative Investments UK Limited, a subsidiary, for a total consideration of £10,500. The consideration was settled through the conversion of existing intercompany debt into equity.
At the year end, a dividend receivable from ThePlatform, a former subsidiary of the Company, was included within other debtors amounting to £Nil (2025: £15,578).
During the year, a dividend declared of £128,959 (2025: £2,000) was made to the ultimate parent company, 9X Capital Asia, of which £40,000 remained outstanding at the year end and is included within creditors.
A prior year adjustment was necessary to reflect a change in the consolidated treatment of the investment in a subsidiary which should have been eliminated and not carried on the balance sheet. This has resulted in a reduction of £141,824 in both investments and profit and loss reserves on a consolidated level.