DATE: 7 July 2025

VSA Capital Group plc

("VSA", the "Company" or together with its subsidiaries the "Group")

Audited results for the year ended 31 March 2025

VSA Capital Group plc (Aquis: VSA), the international investment banking and broking firm announces its audited results for the year ended 31 March 2025.

Financial Highlights

·      Turnover of £2.78m (prior year £1.89m), underlying profit of £323k (previous year loss £2.49m)

·      Cash at year end £537k (prior year £229k)

·      Retained Corporate Clients of VSA Capital Limited 30 (2024: 27)

Operational Highlights

·      Achieved underlying profit with reported loss entirely driven by the final £0.33 m amortisation charge from the 2021 reverse takeover.

·      Strong fundraise activity in the year, including:

o  £56m for Invinity Energy Systems, introducing the UK National Wealth Fund to its first public-market deal.

o  £5m cornerstone financing for Prospex Energy alongside Heyco Energy.

o  £5m strategic investment from Caterpillar into Equipmake to support long-term growth.

·      Strategic partnership sealed with Drakewood Capital Management acquiring a 20% stake in the Group, enhancing our mining franchise and enabling integrated equity-and-debt solutions for clients.

·      Regulatory capital remained comfortably above minimum requirements throughout the year.

Andrew Monk, CEO of VSA Capital Group plc said:

"Last year was difficult for everyone in the markets, yet VSA came through in good shape. We achieved an underlying profit in a difficult market, completed three headline deals that brought top-tier partners like the UK National Wealth Fund, Heyco Energy and Caterpillar into our clients, and secured a 20% strategic investment from Drakewood Capital to deepen our strength in mining finance. Our client roster crept up, our capital remains well above regulatory needs, and our focus on natural resources and transition energy is already feeding a strong pipeline. With these foundations, we enter the new year cautiously optimistic and ready for the next set of opportunities."

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Chairman's Statement

I am pleased to present the audited Annual Report and Accounts for VSA Capital Group Plc, which is the holding company of the regulated investment banking and broking firm, VSA Capital Limited. This positive result in ongoing difficult, and changing market conditions highlights the resilience, innovation and creative thinking that enables us to add so much value to our corporate clients and investing contacts.

Our CEO highlights the very significant £56m fundraising transaction for Invinity Energy Systems Plc, the long duration energy storage company, that VSA advised on during the year. This significant achievement, together with other innovative transactions, contributed to the positive outcome for the year.

The relationship with our shareholder Drakewood Capital Management Limited is showing great promise and we see developing opportunities to work together for our mutual benefit.

These results are due to the very significant efforts during the year of my fellow directors and all our staff and I pay tribute to them. We look forward, as always, to working with our corporate clients to help them build shareholder value.

Mark Steeves

Chairman

CEO'S Report

Principal Activity

The principal activities of the Group are the provision of corporate finance advisory, corporate broking, fundraising and research services to both private and public companies.

Review of the Business

On 31 March 2021, in preparation for the IPO of the Company on the Aquis Growth Market, VSA Capital Group Plc acquired VSA Capital Limited in a reverse takeover and its results are therefore consolidated into these Group accounts for the fourth time in the financial statements for the year ended 31 March 2025.

Review of the Year

What a difference to last year and although market conditions remain absurdly hard, the year has been successful in numerous ways. Firstly, and most importantly, we achieved an underlying profit, which is more than many can say in the current market. While the accounts show a loss, this is purely due to a £331k amortisation expense stemming from VSA Capital Group Plc's reverse takeover of VSA Capital Limited in 2021 and we are now in the final year of this amortisation charge. Secondly, we have done some extraordinary transactions, which set us apart I believe from many of the bigger players in London as we have shown our flexibility and out-of-the-box thinking and our commitment to long term relationships with clients to help solve their issues. Thirdly, we brought on board a new strategic partner, Drakewood Capital, that is now the start of an evolving partnership that positions us ideally to be a key player in the Mining space and to participate in full of any potential bull market.

Amongst the deals we did, three were, I believe, very important in showing how VSA works differently (and we like to think better) than most of the bigger players in London. Raising £56m for Invinity Energy Systems last May and bring in the National Wealth Fund in their first ever public transaction was a significant transaction that no one expected us to achieve at the time. Over the summer we did a transformational deal for Prospex Energy and brought in Heyco Energy as a partner in a £5m raise and finally at the end of March we brought Caterpillar in to help fund Equipmake and be a long-term partner. We have clearly demonstrated our ability to bring in global partners from around the world and I am pleased to say that this year we are already engaged on more transactions of a similar nature.

I was delighted when Drakewood Capital decided to take a 20% stake in VSA at the end of the summer. This relationship is already showing great promise with cross marketing and idea generation and offering us the ability to offer to our clients both equity and debt in a corner stone manner, which we can then find the balance. We are exploring a lot of exciting ideas for the future between us, and this can only be very positive.

Our retained client base has grown slightly, despite the continued decline in London-listed companies and the increasing difficulty of securing annual retainers from private businesses who are not keen on paying an annual retainer. The VSA Lite service is working as expected with some moving up to a full retainership, some simply renewing and some dropping off, which we don't mind as that is to be expected, and they go away feeling they have not had to make a huge commitment and so remain friends. Overall, our regulatory capital position remains comfortably above the required levels and continues to be strong.

Sector Focus

A year ago, I indicated that we intended to focus more on Natural Resources and Transitional Energy as it is in these sectors that we have the best reputation and also where there is less competition. This is what we have done and now with Drakewood Capital as a shareholder, our mining franchise is particularly strong and we see new business developing there and as we develop primary capability, we do expect this to grow. Transitional Energy has had another torrid year in terms of share price performance, but we still believe that in the long term it is the way forward and we have good traction in the space. Oil & Gas remains tough, but it is a space where we have many good connections and expertise and so we remain fully committed. This focus is likely to remain in place for the foreseeable future, although we are always happy to also work with clients where we can help and where we have good relationships as in current markets all business is useful to the bottom line.

Commodity prices are moving up led by gold which peaked at $3,500, which didn't surprise us, but did surprise most people. Critical Metals and Minor Metals are also moving although not all. Tungsten, which has been a favourite of ours has risen about 50% in the last year. A global war to have one's own supply of raw material is rapidly emerging and in metals, where China and Russia are dominant, there is a real sense of urgency to acquire a home-grown supply. With gold racing ahead it is only a matter of time before Silver catches up as a 100:1 ratio never lasts. Copper is firming up and is in very short supply. Tin is also interesting, and we are seeing signs that the Cornish Mining industry is at last starting to take off and we believe that it is vital that the UK Government supports this as it gives us our own national supply, it creates wealth and jobs for Cornwall and can give very good financial returns. You actually have to wonder why our governments are not more supportive as it really is a win-win situation.

Equity Capital Markets

A year ago, I wrote that I was worried that the equity market was in terminal decline, and I was right to be worried, as it had simply gotten worse over the last 12 months of 2023/24. Sadly, the decline continues and there seems to be little appetite at Government level (which is required) to stimulate stock markets and bring fresh capital into UK Companies. It is a shame that Governments are not supportive of business. They do continue to push Private Equity, but that tends to benefit a few PE firms and not the wider public and also even PE firms are struggling as they have no ability to trade out of companies by listing. PE and Government funds tend to prefer big infrastructure type companies, avoiding smaller riskier companies which are of course the growth companies of tomorrow. In my past I helped companies like ARM and Ashtead when they were just a handful of people and today, they are two of our largest companies. The support I gave them in the 90's to get them going would be impossible in today's markets and so cannot be good for the UK.

The new Labour Government started its tenure in a disastrous manner, but hopefully they are now learning and are starting to behave more sensibly. Donald Trump has had a huge impact on global trade and capital markets in his first 100 days in office but hopefully again it is part of a learning curve. He didn't manage to get peace in Ukraine in 24 hours, but no one really expected that. What he has done is made everyone realise they need their own defence capabilities and strategic mineral reserves.

International Reach

At VSA we believe in a bamboo strategy, we are friends with everyone and will go where we think we can help our clients, be it at home in the UK, America or China or anywhere else.

This has always been important for us, and we continue to have good international reach with both our office in Shanghai, joint ventures in various countries, travel to meet new pools of capital and now with our partnership with Drakewood Capital we hope to utilise their international presence in both Asia and America. To rely on UK institutions for funding in today's world is no longer viable; they remain the backbone of funding, but additional pools of capital are essential.

Outlook

Every year starts off looking tough, but it's hard not to feel cautiously optimistic. This is also true this year. We are currently active on a couple of major strategic deals, which if we complete, and I am very optimistic on both, will set us up for a very successful year. We are also working to win other major projects and expect to do smaller dealers for our existing client base. We regularly look at M&A ideas, but in our industry it is very difficult as all too often despite the logic being there, people struggle to understand relative valuations. We are in a much stronger position than this time last year, but in this industry sitting still is dangerous, and so we are very active at looking at ways we can enhance our business; not just in our product offering alongside equity, but also growing our presence with more good people so that we can compete on bigger mandates which tend to carry bigger fees.

Andrew Monk

CEO

Key performance indicators

Underlying profit/loss

£323k (2024: loss £2.49m)

Cash at year end

£537k (2024: £229k)

Retained Corporate Clients

30 clients of VSA Capital Limited (2024: 27)

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GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

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The statement of comprehensive income has been prepared on the basis that all operations in the year ended 31 March 2025 are continuing operations.

There were no discontinued operations during the current financial year.

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GROUP AND COMPANY BALANCE SHEET

FOR THE YEAR ENDED 31 MARCH 2025

The financial statements were approved by the Board of Directors on 3^rd July 2025 and were signed on its behalf by:

Andrew Monk

Director

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

GROUP AND COMPANY CASHFLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1           Statutory Information,

VSA Capital Group Plc is a public limited company limited by shares, is listed on the Aquis Stock Exchange, is incorporated in the UK and registered in England and Wales (Company Number 04918684). The Company's registered and head office is at 99 Bishopsgate, London, United Kingdom, EC2M 3XD.

2           Revenue

Segmental reporting

3           Employees and Directors (Group)

The average number of employees during the year was as follows:

4           Net finance income

5           Taxation

Analysis of the tax charge

Corporation tax is payable on investment income.

Factors affecting the tax charge

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Due to the uncertainty of the timing of taxable profits for the Company in the future, a deferred tax asset in respect of the tax losses has not been included in the accounts. Tax losses of £4.53m (2024: £4.80m) have been carried forward as at 31 March 2025.  The rate of corporation tax rose to 25% from 19%, from 1 April 2023. 

6           Cash

7           Profit & Loss Per Share

Share options granted to employees could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are antidilutive for the period presented. The weighted number of shares used in the calculation of basic and diluted earnings per share is the same for continuing and total earnings per share calculations.

8           Annual Report and Accounts

Copies of the 2025 Report and Accounts will be available from the Company's registered office and from the Company's website www.vsacapital.com.

The statutory accounts for the year ended 31 March 2025 will be delivered to the Registrar of Companies in due course.