Unaudited Interim Report + Concert Party Update

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RNS Number : 8808M VSA Capital Group PLC 29 December 2025  

29 December 2025   VSA CAPITAL GROUP PLC ("VSA Capital" "VSA" or the "Company")   UNAUDITED INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025 AND CONCERT PARTY UPDATE VSA Capital Group plc (AQSE: VSA) announces its interim results for the half year ending 30 September 2025. Successful first half in difficult market conditions and a cautiously optimistic outlook for the future. Highlights ·      Turnover of £1.76m ·      EBITDA of £0.38m ·      Cash position of £1.21m ·      NAV of £2.09m ·      NAVPS of 9.2p ·      Retained Corporate Clients - 29 Chairman's Interim Report I am pleased to be able to introduce our interim results for the six months ended 30 September 2025 following my recent appointment to the role of Non-Executive Chairman of the Company. I would like to thank my predecessor Mark Steeves for helping guide the Company since Admission to the Aquis Growth Market in November 2021.  We have an advantage over so many other investment banking and broking firms in that we can source funding from sources that other firms cannot. The year has started well with two very important strategic fundraisings for our corporate clients, Aurrigo International plc (£14.1m) and Invinity Energy Systems plc (£25m). We are working on some very significant fundraisings and transactions both for public and private companies and we are well placed to ensure that these progress as efficiently as they can.  The strategic partnership with Drakewood Capital Management Limited has considerable potential to enhance our offering to clients in the natural resources arena and alongside activities in our other sectors and we expect to make progress on exploring this potential further in the months ahead. Finally, I would pay tribute to the team at VSA whose hard work and determination enables us to provide such a professional and quality service to our corporate clients. Notwithstanding the challenging national and international conditions, we look forward to the months ahead with cautious optimism.  Mark Thompson Chairman   29 December 2025   CEO Interim report   I am pleased to report an underlying profit of £378k. The two major contributors were the £14.1m fundraise for Aurrigo and the £25m fundraise for Invinity Energy Systems. Both transactions involved new strategic investors, reflecting a capability that VSA continues to strengthen: securing strategic capital rather than simply placing stock into the market. This approach requires more time and patience, but it delivers significantly greater value, as noted in previous years. With London still experiencing persistent fund outflows and the UK stock market continuing to shrink, relying solely on traditional UK institutional demand would be increasingly risky.    The commodities bull market accelerated sharply in the second half of the year, with gold breaking through $4,000 and silver where we have been very bullish through $60. Critical metals-particularly rare earths-are gaining renewed attention helped by the Chinese having such a control on supply chains. While we benefit from this, the impact is not as pronounced as in Australia or Canada, where there is a far larger universe of junior miners and specialist investors. Nonetheless, this bull market is not a short-term phenomenon; I believe it will continue for many years, as outlined in our results for the year ended March 2025. What we are seeing is exactly what we anticipated, and although markets never move in straight lines, the trend has much further to run. Investors have quickly jumped on the "Rare Earths bandwagon", but we believe the more discerning investor should also consider now some of the unloved commodities offering exceptional value.   Mining differs markedly from most other sectors: it requires specialist expertise and the ability to engage with debt providers and offtakers-capabilities that are now scarce in London. Very few firms today have the full skill set required, which places VSA in a strong competitive position, particularly given our relationship with Drakewood. Many generalist firms employed mining teams 20 years ago, as the last bull market ended, and today probably struggle to make a profit from the mining sector.   Transitional energy has also been a difficult sector in recent years, but it remains active, is growing rapidly and continues to see new technologies emerging. Not every company in the space will succeed, but for those that do (and we believe VSA is backing the right names), the potential returns are substantial. "Tech & Transitional Energy" as we define it spans multiple areas, including AI, automation and robotics, as well as SWB (solar, wind and batteries).   Energy demand continues to rise, and with the rapid expansion of data centres it will increase further. Meeting that demand at an affordable cost requires both fossil fuels and renewables working in tandem.   The global bull market in AI has continued and there is now talk of an "AI crash" with stocks such as Nvidia having market caps of over $5tn. Whether these stocks are overvalued is a good question, but there is relative cheapness elsewhere especially in the UK market. Finding situations that people aren't looking at is of great interest and we have found a niche in supporting litigation plays. Panthera Resources, which is in litigation with India has been a very successful situation having gone form 8p at the start of the year to 23p a rise of 300% and a rise we expect to be repeated in 2026. What is so interesting about this stock is that it is the journey and not the outcome that drives performance. We now also act for Emmerson plc and expect similar price rises there during 2026.   Geopolitics are still a concern and will remain so probably for the foreseeable future and perhaps even more worrying is the global debt situation. The UK has a massive problem, but it is in fact a global issue and historically can be the cause of a major crash. Central Banks are more sophisticated nowadays and hopefully can manage a deleveraging that is required, but it will also require strong political leadership, which is somewhat lacking currently.   Mark Steeves stepped down as our Chairman at the end of September and I would like to take this opportunity to thank him and to also welcome Mark Thompson to the Chair.   In summary, VSA is performing well but nothing can ever be taken for granted in the current global climate and in the current very unstable UK environment, where the Labour Government appears to be somewhat chaotic and certainly is not creating a positive environment for business. 2026 will be a fascinating year globally, but I am happy that whatever the outcome, VSA has a good niche and we punch well above our weight in comparison to much bigger players.      Andrew Monk CEO   29 December 2025   CONCERT PARTY UPDATE VSA provides an update on changes to the shareholder concert party established at the time of Admission to the Aquis Growth Market on 9 September 2021 ("Admission"). Under the City Code on Takeovers and Mergers (the "Code") published by the Panel on Takeovers and Mergers (the "Panel"), a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined in the Code) of a company or to frustrate the successful outcome of an offer for a company.  Certain persons will be presumed, as set out in the definitions of the Code, to be persons acting in concert with other persons in the same category unless the contrary is established, including shareholders in a private company who, following the re-registration of that company as a public company in connection with an initial public offering or otherwise, become shareholders in a company to which the Code applies. At the time of Admission, the Company stated in its admission document that it had agreed with the Panel that a concert party (the "Existing Concert Party") existed in the context of the Company between Andrew Monk, Andrew Raca, Basil Shiblaq, Gordon Lawson, Louise Lawson, Gavin Casey, Lesley Casey, Philip Hardy, Wei Chen, Feizhou Zheng, Lee Chong Liang, Teong Tiek Wah, Soon Beng Gee, Ruiwen (Andy) Chen and Jeremy Bridge.  As at 29 December 2025, the Existing Concert Party was beneficially interested in 15,489,600 Ordinary Shares, representing approximately 68.6 percent of the Ordinary Share capital of the Company. The Company has now agreed with the Panel that Basil Shiblaq, Philip Hardy, Wei Chen, Lee Chong Liang, Teong Tiek Wah, Soon Beng Gee, Ruiwen (Andy) Chen and Jeremy Bridge are no longer members of the Existing Concert Party as a result of the change in the nature of the relationship between Andrew Monk and Andrew Raca, and those persons.  In addition, it has been agreed with the Panel that Drakewood Capital Management Limited ("Drakewood") is now presumed to be acting in concert with Andrew Monk and Andrew Raca. The remaining members of the Existing Concert Party, being Andrew Monk, Andrew Raca, Gavin Casey, Lesley Casey, Feizhou Zheng Gordon Lawson and Louise Lawson, together with Drakewood, (the "New Concert Party") holds an aggregate 14,370,300 shares in the Company, representing 63.6 percent of the Company's issued share capital and warrants and options over 8,861,500 shares representing 10.3 percent of the Company's enlarged share capital. The following table details the interests of the New Concert Party.

New Concert Party Member

Current shareholding

Percentage shareholding

Options and warrants held

Maximum interest in the Company's enlarged issued share capital if options and warrants exercised

Percentage of enlarged issued share capital if Warrants and options exercised

Andrew Monk

4,361,800

19.3%

3,234,300

7,596,100

24.2%

Andrew Raca

998,700

4.4%

3,877,200

4,875,900

15.5%

Drakewood

4,500,000

19.9%

1,750,000

6,250,000

19.9%

Gavin Casey

3,048,600

13.5%

-

3,048,600

9.7%

Lesley Casey

34,700

0.2%

-

34,700

0.1%

Feizhou Zheng

1,083,700

4.8%

-

1,083,700

3.4%

Gordon and Louise Lawson

342,800

1.5%

-

342,800

1.1%

Totals

14,370,300

63.6%

8,861,500

23,231,800

73.9%

  Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code, is normally required to make an offer to all the remaining shareholders to acquire their shares.  Similarly, when any person, together with any persons acting in concert with that person, is interested in shares which in aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of a company, an offer would normally be required if such a person, or any person acting in concert with that person, acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested. The Panel Executive has confirmed that for so long as members of the New Concert Party continue to be acting in concert, any increase in their individual or aggregate interest in shares as a result of the exercise of further acquisitions of shares or the exercise of warrants or options will not trigger an obligation under Rule 9.  However, any increase in their individual or aggregate interests in shares which is not a result of an exercise of their respective warrants of options will be subject to the provisions of Rule 9 of the Code.    The directors of the Company take responsibility for this announcement.   For further information, please contact:

VSA Capital Group plc

+44 20 3005 5000

Andrew Monk, CEO Andrew Raca, Head of Corporate Finance

   

Galin Ganchev, Finance Director

                              

  AQSE Exchange Growth Market Corporate Adviser



Alfred Henry Corporate Finance Limited

+44 20 8064 4056

Nick Michaels / Maya K. Wassink

 enquiries@alfredhenry.com









GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2025      

 

 

Six months ended 30 September 2025 Unaudited £'000

Six months ended 30 September 2024 Unaudited £'000

Year ended 31 March 2025 Audited   £'000

 

 

 

 

 

 

 

£

£

£

Turnover



1,762

1,758

2,783

Cost of sales

 

(48)

(81)

(146)

Gross profit

 

1,714

1,677

2,637

Other operating income

 

5

20

39

Administrative expenses

 

(1,571)

(1,347)

(2,648)

Operating profit



148

350

28

Finance income



7

3

11

Losses on investments



(24)

(55)

(47)

Profit / (loss) on ordinary activities before taxation



131

298

(8)

Tax on loss on ordinary activities



-

-

(10)

Profit / (loss) for the year



131

298

(18)

Other Comprehensive income

 

-

-

-

Total Comprehensive income / (loss)

 

131

298

(18)

   

Earnings per share - profit after tax







pence

pence

pence

 

Basic

0.3

0.8

(0.0)

 

Diluted

0.2

0.6

(0.0)

 

   





 







GROUP STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025  



As at 30 September 2025 Unaudited £'000

As at 30 September 2024 Unaudited £'000

As at 31 March 2025 Audited £'000



 

 

 

 

 







Non-current assets







Property, plant and equipment - right of use



1,077

204

115

Property, plant and equipment - owned



87

34

19

Intangible Assets



165

495

331

Deferred tax asset



-

54

-

Total non-current assets



1,329

787

465

 







Current assets







Trade and other receivables



633

712

950

Investments



364

302

388

Cash and cash equivalents



1,209

939

537

Total current assets



2,206

1,953

1,875











Total assets



3,535

2,740

2,340

 







Current liabilities







Trade and other payables



503

198

356

Finance liabilities - borrowings



133

108

-

Total current liabilities



636

306

356

  Non-current liabilities



 

 

 

Finance liabilities - borrowings



784

-

-

Deferred tax liability



29

73

29

Total non-current liabilities



813

73

29

 



 

 

 

Total liabilities



1,449

379

385





 

 

 

Equity



 

 



Share Capital



3,569

3,569

3,569

Share premium account



778

778

            778

Share-based payments reserve



7

3

        7

Accumulated profits/(losses)



(2,268)

(1,989)

     (2,399)

Total equity



2,086

2,361

1,955











Total Equity and Liabilities



3,535

2,740

2,340

 



 

 

 

 

 



 

 

 

CONSOLIDATED GROUP CASHFLOW STATEMENT FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2025  

 

Six months ended 30 September 2025

Six months ended 30 September 2024

Year ended 31 March 2025

 

Unaudited

Unaudited

Audited

 

 

£'000

£'000

£'000

Cash flows from operating activities







Profit / (loss) before income tax



131

298

(8)

Tax repaid



50

-

-

Investment income



(7)

(3)

(11)

Depreciation and amortisation



223

269

523

Loss on current asset investments



24

55

47

Sales settled by shares



(137)

-

(59)

Decrease / (increase) in trade and other receivables



261

86

(14)

Increase / (decrease) in trade and other payables



128

(314)

(388)

Change in share-based payments reserve



-

(2)

2











NET CASH USED IN OPERATING ACTIVITIES



673

389

92











Cash flows from investing activities







Purchase of plant, property and equipment



(102)

-

-

Proceeds from other investing activities



134

22

24

Purchase of other investments



-

-

(25)

Interest received



7

3

11











NET CASH GENERATED FROM INVESTING ACTIVITIES



39

25

10











Cash flows from financing activities







Share capital issue



-

405

405

Purchase of shares into treasury



-

-

-

Finance lease repayments



(40)

(109)

(199)

NET CASH GENERATED FROM FINANCING ACTIVITIES



(40)

296

206











NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS



672

710

308











Cash and cash equivalents at beginning of period



537

229

229











CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

1,209

939

537



    NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2025  

1

General Information

 

 

VSA Capital Group plc is a listed public limited company (Aquis: VSA) incorporated in the UK and registered in England and Wales (Company Number 04918684). The Company's registered office is at 42 New Broad Street, London, EC2M 1JD.   These interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 March 2025 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.   The interim financial statements for the six months ended 30 September 2025 are unaudited and have not been reviewed by the Company's auditors Hilden Park Accountants Limited. The comparative interim figures for the six months ended 30 September 2024 are also unaudited.   2                              Basis of preparation   The accounting policies applied by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 March 2025.   3                              Profit or loss per share



 

Six months ended 30 September 2025 Unaudited £'000

Six months ended 30 September 2024 Unaudited £'000

Year ended 31 March 2025 Audited £'000

  Basic

 

 

 

 

Profit / (Loss) for the period attributable to owners of the Company



131

298

(18)

Weighted average number of shares:



42,155,266

38,319,200

40,231,978

Basic earnings / (loss) per share (pence):



0.3

0.8

(0.0)











Diluted







Profit / (Loss) for the period attributable to owners of the Company



131

298

(18)

Weighted average number of shares:



52,669,647

49,575,238

40,231,978

Diluted earnings / (loss) per share (pence):



0.2

0.6

(0.0)

  The basic and diluted earnings per share were determined by dividing the profit or loss attributable to the equity holders of the Company by the weighted average number of shares outstanding during the periods.

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