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

In this report, Nother Portfolio Services Limited is referred to as "Nother Portfolio Services", or "the company".

Following initial optimism around falling interest rates, 2025 presented a more complex economic landscape shaped by geopolitical tensions, policy shifts, and persistent inflation concerns. In the UK, the implementation of Chancellor Rachel Reeves's Budget measures heightened estate planning activity amongst clients, whilst global uncertainties including US trade policy, ongoing conflict in Ukraine, and Middle East tensions created investment headwinds. Despite this backdrop, markets have demonstrated resilience, though concentrated valuations in certain sectors and regions warrant caution. Our strategy for the company has been to remain focused on diversification and ensuring client portfolios align with individual circumstances and long-term objectives rather than pursuing short-term performance gains.

The company's total assets under management (AUM) grew by 27% across the reporting period demonstrating our ability to navigate challenging conditions and underscores the trust placed in us by our underlying clients and stakeholders.

Nother Portfolio Services is exposed to several principal risks and uncertainties that could affect our business model, financial condition, and operational results. The directors are committed to maintaining a robust risk management framework to identify, assess, and mitigate these risks.

• Market Risk: The company is inherently exposed to fluctuations in global and domestic financial markets. Factors such as geopolitical tensions, inflationary pressures, and changes in interest rates can impact asset valuations. We mitigate this risk through diversification, active portfolio management, and hedging strategies where appropriate. The directors hold regular investment committee meetings with research experts to evaluate all portfolio holdings and whether they continue to align with the interests of our clients.

• Regulatory Risk: As a UK-based discretionary fund manager, we are subject to extensive regulatory requirements from bodies such as the Financial Conduct Authority (FCA). Changes in regulations, compliance standards, or tax policies could affect our business operations. We actively monitor regulatory developments and maintain a proactive compliance culture to ensure adherence to all applicable laws and guidelines.

• Credit Risk: Credit risk arises from the potential failure of counterparties or issuers to meet their contractual obligations. To manage this risk, we remain vigilant in monitoring our exposure to our creditors and take steps to mitigate potential risks as needed.

• Liquidity Risk: Liquidity risk pertains to the ability of the company to meet its financial obligations as they fall due. Our approach includes maintaining adequate cash reserves and monitoring cash flow forecasts. Additionally, we maintain highly liquid assets and regularly stress-test our liquidity position to ensure resilience under various market conditions.

• Operational Risk: Operational risks, including cyber threats, system failures, and human errors, can impact our ability to deliver services. We continually invest in technology, staff training, and robust internal controls to mitigate such risks.

Nother Portfolio Services revenue is focused on fees from discretionary fund management, and the directors consider that the key financial performance indicators are those that factor into these fees.

The revenue of the company from discretionary fund management is as below showing a 25% increase in revenue across accounting periods. The company views this as a positive outcome.

Discretionary Fund Management Revenue:

• Period 01 January 2025 to 31 December 2025:    £700,909

• Period 01 January 2024 to 31 December 2024:    £560,420

AUM grew by 27% across the year, driven by a combination of factors, including strong net inflows from newly acquired client assets and favourable market performance. The influx of new underlying client investments, coupled with positive market trends, contributed to the robust expansion of our asset base. This growth not only reflects the effectiveness of our underlying client acquisition strategies but also underscores our ability to capitalize on market opportunities to enhance overall portfolio value.

Our portfolios performed well against their relative benchmarks, demonstrating robust and consistent performance across our range of investment strategies. This achievement highlights our effective investment approach and ability to navigate market fluctuations. By consistently targeting benchmark expectations, we have reinforced our commitment to delivering superior returns and showcasing the strength and reliability of our portfolio management capabilities. As well as growing the underlying client base by 10%, the company achieved an impressive retention rate of 95% over the period, underscoring the exceptional satisfaction and trust they have in our services.

Nother Portfolio Services’ balance sheet strengthened over the period, with net assets growing by £190k, positioning us well for potential future growth opportunities.

When making key business decisions, the Board of Directors carefully considers the long-term implications for all stakeholders involved. This approach ensures that the impact of these decisions extends beyond immediate results and considers the future well-being of employees, customers, suppliers, and the broader community. By prioritising a comprehensive view of potential outcomes, the Board aims to balance short-term gains with sustainable, long-term benefits.

Key Investment Decisions

Key investment decisions typically involve a thorough financial analysis that includes a financial model extending beyond five years. This extended timeframe allows the Board to assess the long-term financial impacts of their investments. By incorporating projections and analysis spanning multiple years, the Board ensures that future financial performance and sustainability are adequately considered, mitigating potential risks and optimising overall investment outcomes.

The Directors are committed to maintaining strong and positive relationships with suppliers, customers, and other business partners. To facilitate this, a regular payment run process has been implemented to maximize the number of supplier invoices that are paid on time. This process not only supports the financial stability of suppliers but also enhances the company's reputation for reliability and trustworthiness. Additionally, risks associated with customers and suppliers are systematically analysed during investment committees and board meetings, ensuring that potential issues are identified and addressed proactively.

Impact on the Community and the Environment

When evaluating new projects, the Directors incorporate a comprehensive assessment of the environmental impact and explore strategies for minimising any negative effects. This approach reflects a commitment to sustainable practices and environmental stewardship. The company also offers ESG (Environmental, Social, and Governance) specific portfolios. By offering these ESG-specific portfolios, the company demonstrates its dedication to promoting sustainable development and ethical investment. This approach aligns with growing investor demand for responsible investment options and reflects the company’s commitment to contributing positively to global challenges. Through these portfolios, the company not only seeks to achieve financial returns but also aims to drive positive change and support sustainable practices across various sectors.

Maintaining a Reputation for High Standards of Business Conduct

The Directors actively sponsor a culture of compliance within the organization, ensuring that there are robust policies, procedures, and training programs in place across all key areas of compliance. This commitment extends to the health and safety of staff, customers, suppliers, and the community. To uphold high standards, the Directors implement comprehensive policies, conduct regular training sessions, perform risk assessments, and maintain a suite of checks to safeguard the well-being of all stakeholders.

Acting Fairly Between Members of the Company

The Directors are dedicated to ensuring fairness and transparency among all members of the company. They strictly adhere to the Shareholders’ Agreement, which outlines the principles and guidelines for equitable treatment and decision-making. This commitment to fairness helps to foster a positive and cooperative environment within the company, reinforcing trust and alignment among shareholders and members.

In fulfilling our section 172 duty, the Directors consider the factors mentioned above, along with any other relevant considerations pertinent to the decisions at hand. This includes the interests and perspectives of our key stakeholders. While we recognize that not every decision will produce a favourable outcome for all stakeholders, our approach is to align our decisions with the Company’s purpose, vision, and values, as well as its strategic priorities. By following a structured decision-making process, we strive to ensure that our decisions are consistent and predictable.

On behalf of the board

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

The principal activity of the company is that of an FCA authorised investment asset manager.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

Looking forward as we enter 2026, ongoing economic challenges and geopolitical tensions are expected to continue impacting global markets and investors. The US economy presents a mixed picture, appearing stronger fundamentally than consumer sentiment suggests, creating complexities for the Federal Reserve. However, despite these headwinds, there's considerable reason for optimism in 2026.

Global equity markets are expected to continue benefiting from technological advancement, particularly as AI and digital innovation drive productivity gains across economies. Market opportunities are becoming increasingly globalised, with growth potential extending beyond traditional US-dominated sectors, offering investors the chance to look further afield for returns. Here in the UK, the fiscal environment appears broadly supportive, though political developments remain a potential source of market swings. Globally, the divergence between strong underlying economic fundamentals and consumer confidence across different regions will likely shape investment dynamics throughout 2026, requiring a truly diversified approach to capture opportunities where they emerge.

Fragmented global policy is increasing investor uncertainty, making communication and agility essential to navigating the year successfully. Staying diversified and seizing emerging opportunities will be key to navigating these complexities successfully. The directors remain confident in the company's strong financial position and believe that the firm is well-positioned for continued growth and in its ability to navigate the evolving market environment successfully.

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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instrument disclosures.

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 Nother Portfolio Services Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, 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 profit 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. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the company's ability to continue as a going concern.

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.

The extent to which the audit was considered capable of detecting irregularities including fraud

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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the financial services sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including, but not limited to, the Companies Act 2006, FCA legislation and taxation legislation.

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• understanding the business model as part of the control and business environment;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations and;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence and enquiring with the company of actual and potential non-compliance with laws and regulations.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.

Nother Portfolio Services Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Second Floor, 2 Throgmorton Avenue, London, EC2N 2DG.

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.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents management receivable for investment management services. Turnover is recognised when the right to that income is earned.

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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.

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 assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, are initially recognised at transaction price.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 tax expense represents the sum of the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

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

There is a single class of Ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.

Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.

During the year the company entered into the following transactions with related parties: