The directors present the strategic report for the year ended 31 December 2025.

1. Principal activities

Upvest Securities Ltd is authorised and regulated by the Financial Conduct Authority (“FCA”) and has been permitted to carry out investment business in the United Kingdom since October 2024.

The Company commenced actively trading during the period, operating as a financial infrastructure provider supporting UK-based fintechs, banks, brokers and wealth managers in delivering investment products & services to end customers. The Company offers two products - the General Investment Account and ISAs – and associated services.

The Company’s core activity is the provision of regulated investment services supported by proprietary, scalable and modular technology infrastructure.

2. Business Model and Strategy

2.1 Business Models

The Company operates under two distinct legal and operational models:

Model A – B2B The Company provides investment services to authorised investment firms, which in turn deliver services to their own retail clients. Under this model, the Company is a direct contractual counterparty to investment services vis-vis the authorised investment firm. Software services related to API and platform are provided directly by another entity within the Company’s Group, Upvest GmbH. Together Upvest provides a complete B2B infrastructure solution.

Model B – B2B2C The Company provides investment services directly to the retail clients of the Company’s B2B clients, working in cooperation with authorised investment firms engaged in custody and execution services. Similarly, software services related to API and platform are provided directly by another entity within the Company’s Group, Upvest GmbH.

These models allow the Company to serve a broad range of partners whilst allowing flexibility to meet the particular needs of a range of B2B financial service firms to ensure high quality service delivery and regulatory compliance.

2.2 Strategic Positioning

The Company differentiates itself through:

● A scalable, modular and cloud-first technology architecture with best in class security

● API-driven integration capabilities

● Automation-led operational efficiencies

● Client-centric service design

● Competitive pricing enabled through infrastructure efficiencies

The long-term strategy is to position the Company as a leading embedded investment infrastructure provider within the UK market, supporting financial institutions in enhancing pricing transparency, accessibility and investment inclusion for retail consumers.

2.3 Strategic Priorities

Looking forward, the Board has identified the following priorities:

1. Client Acquisition and Revenue Scaling Expansion of B2B partnerships and onboarding of additional B2B clients.

2. Product Enhancement Continued investment in technology with product expansion including but not limited to increasing the asset universe offering and account tax wrappers.

3. Regulatory Excellence Strengthening compliance & governance frameworks in line with evolving FCA requirements, including Consumer Duty obligations.

4. Operational Efficiency Leveraging automation to reduce marginal servicing costs and enhance scalability.

5. Capital and Liquidity Management Maintaining a prudent liquidity buffer and ensuring ongoing compliance with regulatory capital requirements.

The Directors believe the Company is well positioned for sustainable long-term growth within the UK financial infrastructure ecosystem.

3. Review of Business Performance

3.1 Financial Performance

For the year ended 31 December 2025, the Company reported a Loss before taxation of £2,615,751 (2024:£918,759).

The increase in losses compared to the prior period primarily reflects full-year operational and staffing costs following FCA authorisation, continued investment in technology infrastructure, regulatory compliance and governance framework establishment and early-stage client acquisition and onboarding costs.

The Company remains in a planned investment phase consistent with its strategic growth objectives.

3.2 Financial Position

The Company maintains a highly liquid balance sheet, with assets predominantly comprising cash at bank. Capital adequacy is monitored regularly to ensure ongoing compliance with FCA regulatory capital requirements.

Regulatory capital requirements were met at all times during the financial year.

The Board recognises that effective risk management is fundamental to the Company’s long-term success. The key principal risks and uncertainties are summarised below.

4.1 Operational Risk

Operational risk arises from internal processes, systems, human error or external events.

Key areas include:

● Client money handling

● Trade, payment and settlement processing

● IT systems resilience

● Cybersecurity

● Third-party service providers

Mitigation measures include:

● Clearly documented internal policies and procedures

● Segregation of duties and governance oversight

● Business continuity and disaster recovery planning

● Ongoing operations monitoring and control completion

● Periodic internal control reviews

4.2 Liquidity Risk

Liquidity risk is the risk that the Company may not meet its financial obligations as they fall due. Mitigation measures include:

● Internal liquidity forecasting and monitoring

● Maintenance of a predominantly cash-based asset structure

● Board oversight of capital adequacy

● Regular Internal Capital Adequacy and Risk Assessment (ICARA)reviews

The Company maintained sufficient liquidity throughout the year.

4.3 Regulatory Risk

As an FCA-regulated entity, the Company is subject to extensive regulatory requirements.

Risks include:

● Regulatory changes that negatively impact the business model or strategy

● Reporting failures

● Regulatory and compliance breaches

● Conduct risk exposure

Mitigation measures include:

● Horizon scanning and regular forum updates

● Timely regulatory reporting

● Ongoing staff training and regulatory updates

● Board-level oversight of regulatory matters

4.4 Technology and Cyber Risk

Given the Company’s cloud-first and API-driven model, technology resilience and cybersecurity remain critical.

Mitigation includes:

● Cloud infrastructure redundancy

● Information security policies

● Access controls and encryption

● Third-party vendor risk assessments

● Incident response planning and established BCM policies and processes

4.5 Going Concern

The Directors have prepared financial forecasts and cash flow projections and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. The company however, is reliant upon the ongoing support of the parent company given the investment phase the company is in, and it is anticipated future losses will also need to be financed.

Subsequent to the reporting date, a military conflict broke out in the Middle East on 28 February 2026. This is considered a non-adjusting event for the purposes of these financial statements. The geopolitical developments have led to turbulence in the capital markets, which may influence the trading behaviour of our customers and thus our future transaction revenues. Due to the high dynamics and volatility of the situation, it is not possible to provide a reliable quantitative estimate of the financial impact on the Company at this stage.

In accordance with Section 172 of the Companies Act 2006, Directors must act in the way they consider, in good faith, most likely to promote the success of the Company for the benefit of its members as a whole, while having regard to:

● The likely long-term consequences of decisions

● The interests of employees

● Relationships with suppliers, customers and partners

● The impact of operations on the community and environment

● The desirability of maintaining a reputation for high standards of business conduct

5.1 Long-Term Decision Making

The Board’s strategic decisions during the year focused on long-term platform scalability, regulatory robustness and sustainable growth rather than short-term profitability.

Investment in technology, governance and compliance reflects this long-term orientation.

5.2 Employees

Although the Company remains in its early growth stage, it recognises that attracting and retaining skilled personnel is essential. The Company promotes a culture of integrity and accountability, equality, diversity and inclusion and professional development and regulatory competence.

5.3 Customers and Business Partners

The Company maintains transparent and collaborative relationships with its B2B clients and service providers.

Key priorities include:

● Fair pricing structures

● Service reliability

● Transparent contractual arrangements

● Strong service level monitoring

● Alignment on regulatory compliance

5.4 Regulatory and Conduct Standards

Maintaining high standards of business conduct is central to the Company’s operations.

The Board promotes:

● Ethical behaviour

● Clear ownership & accountability structures

● Compliance with FCA rules and Consumer Duty obligations

● Strong governance frameworks

The Directors believe that responsible governance enhances stakeholder trust and supports long-term enterprise value.

6. Future Developments

The Company expects continued investment in:

1) Technology infrastructure including the development of new product and account types for e.g. Self-Invested Personal Pensions

2) Automation capabilities

3) Client acquisition

4) Regulatory resilience

While short-term profitability may remain impacted by strategic investment, the Board anticipates operational leverage as client volumes scale.

This Strategic Report was approved by the Board of Directors and signed on its behalf.

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company is the provision of investment and securities services.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Upvest Securities Ltd (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine 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 directors are responsible for assessing the 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

• Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

• Reading minutes of meetings of those charged with governance;

• Obtaining and reading correspondence from legal and regulatory bodies including HMRC;

• Identifying and testing journal entries;

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. The further removed instances of noncompliance are with laws and regulations from the events and transactions reflected in the financial statements, the less likely we are to become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Upvest Securities Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 44-46 New Inn Yard, London, United Kingdom, EC2A 3EY.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Upvest GmbH. These consolidated financial statements are available from its registered office.

Continued operations are reliant on support from the trueparent undertaking, Upvest GmbH, which will continue to provide the necessary financial support to enable the company to continue its operations for at least twelve months from the date of approval of these financial statements. This support includes ensuring that the company has sufficient funds to meet its liabilities as they fall due and providing additional funds if required.

Based on this assurance and after making appropriate enquiries, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 credited or charged to profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

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 company after deducting all of its liabilities.

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.

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 company 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.

Equity instruments issued by the company 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 company.

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 leases asset are consumed.

In the application of the company’s accounting policies, the directors are 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 Directors do not consider there to be any key judgements or sources of estimation uncertainty in these financial statements.

Included in other income, is an amount of £1,091,564 (2024: £Nil) received in the year is related to management charges received from the parent company Upvest GmbH.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Cash and cash equivalents represent funds available to the Company for operational purposes. This amounted to £4,989,717 as at 31 December 2025 (2024: £4,941,463).

Cash and cash equivalents held for customers represent cash held to fund customer liabilities. This amounted to £256,790 as at 31 December 2025 (2024: £NIL). The Company maintains a corresponding liability in connection with these amounts that is included in other creditors in the balance sheet.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year, the Company issued 4,000,000 ordinary shares of £1 each, fully paid on allotment, for cash consideration.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Transactions and balances between group entities have been eliminated on consolidation and, in accordance with FRS 102, are not disclosed as related party transactions in these financial statements.