DATE: 8 July 2026

VSA Capital Group plc

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

Audited results for the year ended 31 March 2026

VSA Capital Group plc (Aquis: VSA), the international investment banking and broking firm announces its audited results for the year ended 31 March 2026.

Financial Highlights

·      Turnover of £2.42m (prior year £2.78m), underlying loss of £311k (prior year profit of £323k)

·      Cash at year end £529k (prior year £537k)

·      Retained Corporate Clients of VSA Capital Limited 37 (2025: 30)

Operational Highlights

·      Retained corporate client base grew to a record 37 (2025: 30), despite a continued decline in the number of companies listed on the London Stock Exchange and AIM.

·      Continued strong fundraising track record despite challenging market conditions, including:

o  £14.1m raised for Aurrigo International plc.

o  £25m raised for Invinity Energy Systems plc.

o  C$57.5m raised for Sierra Madre Gold & Silver to fund a second mine acquisition.

o  £8m raised for Star Energy, attracting new investors positioning around UK energy security and data centre demand.

·      Established a market-leading niche in mining arbitration cases, having raised funds for Panthera Resources and Emmerson.

·     Cash at year end of £529k (2025: £537k), with regulatory capital maintained comfortably above minimum requirements throughout the year.

Andrew Monk, CEO of VSA Capital Group plc said:

"In many ways this was a very successful year for VSA, even though our reported numbers show a loss. That loss is really a timing issue - several deals we expected to close in our final quarter were pushed out by uncertainty from the Iran War, rather than any change in the underlying strength of the business. Where we were unquestionably right was our call on the mining sector and on precious and critical metals, and we remain firmly of the view that we are in a once-in-a-lifetime commodities bull market.

Our cost base remains tightly controlled, our capital position stays comfortably above regulatory requirements, and our record retained client base gives us real confidence in the pipeline ahead. We are working on a number of major transactions and enter the new year with genuine optimism about the opportunities in front of us."

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Chairman's Statement

Following my appointment as Non-Executive Chairman at the Annual General Meeting last year, 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.

Since my appointment, I have been pleased with the quality of the VSA team and its capabilities.  We continue to recruit quality individuals and I would pay tribute to the team at VSA whose hard work and determination enables us to provide a professional and quality service to our corporate clients.  We also have an advantage over so many other investment banking and broking firms in that we can source funding from sources that other firms cannot.  During the period, we successfully completed significant fundraisings for corporate clients, including £14.1 million for Aurrigo International plc and £25 million for Invinity Energy Systems plc.

Global and domestic economic and political developments have been unhelpful in the past couple of years but we are well placed to build on our capabilities.   We look forward to the months ahead with cautious optimism.

Mark Thompson

Non-Executive 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 fifth time in the financial statements for the year ended 31 March 2026.

Review of the Year

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 create 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 and was led by a human rights lawyer and a cabinet with little business experience. This is now changing with our 7th Prime Minister in 10 years 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.

Andrew Monk

CEO

Key performance indicators

Underlying profit/loss

Loss of £311k (2025: profit of £323k)

Cash at year end

£529k (2025: £537k)

Retained Corporate Clients

37 clients of VSA Capital Limited (2025: 30)

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2026

The statement of comprehensive income has been prepared on the basis that all operations in the year ended 31 March 2026 are continuing operations.

There were no discontinued operations during the current financial year.

GROUP AND COMPANY BALANCE SHEET

FOR THE YEAR ENDED 31 MARCH 2026

The financial statements were approved by the Board of Directors on 7 July 2026 and were signed on its behalf by:

Andrew Monk

Director

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

GROUP AND COMPANY CASHFLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2026

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

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 42 New Broad Street, London, United Kingdom, EC2M 1JD.

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 £4.90m (2025: £4.53m) have been carried forward as at 31 March 2026.  The rate of corporation tax remains at 25%.

6           Cash

7           Profit & Loss Per Share

Share options granted to employees could potentially dilute basic earnings per share in the future. For the years ended 31 March 2025 and 31 March 2026, share options granted have not been included in the calculation of diluted earnings per share as they are antidilutive for the periods presented. The weighted number of shares used in the calculation of basic and diluted earnings per share for the years to 31 March 2025 and 31 March 2026 are therefore the same for continuing and total earnings per share calculations.

8           Annual Report and Accounts

Copies of the 2026 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 2026 will be delivered to the Registrar of Companies in due course.