VSA Capital Group - Unaudited Interim Report + Concert Party Update

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.

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:

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2025

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2025

CONSOLIDATED GROUP CASHFLOW STATEMENT

FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2025

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2025

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

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.