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

Principal activity

The Company’s principal activity is the provision of investment advisory, corporate finance and corporate broking services. The Company is authorised and regulated by the Financial Conduct Authority.

Review of the business

The year under review represents a period of transition and recovery for the Company, following the conclusion of regulatory restrictions and the repositioning of the business for growth.

In September 2023, the Company entered into a Voluntary Requirement (VREQ) following a Section 165 review by the Financial Conduct Authority. Over the subsequent period, the Board prioritised the strengthening of governance, risk management and compliance infrastructure. This included investment in internal controls, systems and external advisory support, alongside the appointment of a Non-Executive Chair to enhance oversight.

These actions, while necessary, impacted financial performance in the prior two years. However, the Company maintained a robust balance sheet throughout, supported by liquid investment reserves and without reliance on external funding.

In January 2025, the VREQ restrictions were lifted. The removal of these constraints marked a significant inflection point, enabling the Company to re-engage fully with its core revenue-generating activities.

For the year ended 31 December 2025, the Company reported an adjusted trading profit of circa £27,000 before fair value movements and impairment adjustments of £953,401 predominantly relating to Hoxton Spirits Holdings Limited, which entered administration during the year and Tirupati Graphite PLC.

Strategy

The Company’s strategy is centred on delivering sustainable, profitable growth within a strong regulatory framework.

The Board has focused on maintaining and strengthening its core team, complemented by selective recruitment during the year to support future revenue generation. Early contributions from new hires have been encouraging, with improved trading performance in the opening months of 2026.

Looking ahead, the Company is progressing a strategic restructuring to separate its investment activities from its operating business. This is intended to enhance transparency, capital allocation and long-term scalability. The Board has obtained advance clearance from HMRC in respect of this restructuring. The first part of this restructure which was buying back shares previously held by the founder Kurt Portman was completed in early 2026.

The Company also intends, in due course, to introduce new shareholders into the operating business. The timing of this will be aligned with the achievement of defined profitability milestones, with a target of c.£500,000 of sustainable earnings identified as an appropriate threshold to maximise shareholder value.

The corporate finance and broking division maintained a resilient pipeline of opportunities during the year, notwithstanding the constraints imposed by the VREQ.

Following the lifting of restrictions, the Company has reactivated its client engagement strategy and expects this division to be a primary driver of revenue growth in 2026. The business continues to focus on advising growth companies across UK public markets, including AIM, the Main Market (Standard Listing) and the Aquis Stock Exchange.

The Company is also broadening its fee model, with increased emphasis on retainer-based income streams to improve revenue visibility and quality.

Investment Management

The Company’s investment management activities are focused on building long-term client relationships and generating recurring income.

Expansion of discretionary fund management (DFM) remains a strategic priority. An additional portfolio manager was appointed during the year, and the Company continues to assess further hires to support the growth of this business line.

This is expected to enhance the predictability of revenues and contribute to the overall quality of earnings over the medium term.

Performance and key indicators

The removal of regulatory restrictions in early 2025 has led to a progressive improvement in trading performance.

Whilst recovery has taken longer than initially anticipated, the Company has seen encouraging momentum in the first quarter of 2026. The Board expects this to translate into improved financial performance and key metrics over the course of the year.

Outlook

The Board enters 2026 with increased confidence in the Company’s prospects.

The business is now operating without prior regulatory constraints, supported by a strengthened compliance framework, an enhanced team and a more focused strategy. Cost actions undertaken during the period have reduced the fixed cost base, providing improved operational leverage.

The Company is well positioned to capitalise on its pipeline of opportunities and deliver sustainable profitability, with continued emphasis on disciplined growth, high-quality client service and regulatory excellence.

Principal risks and uncertainties

The principal risks and uncertainties are interest rate, liquidity risk, foreign currency and counterparty risk.

Interest rate risk

The company has a policy to manage any exposure to interest rate fluctuations principally by financing its operations through retained profits.

Liquidity risks

The company has significant net cash and near-cash balances as at the balance sheet date.

Foreign currency risk

The company has certain financial instruments which may be denominated in foreign currencies. The company’s exposure is such that specific hedging measures not deemed necessary or appropriate. The gains and losses arising from the company's exposure to foreign currencies are recognised in the Statement of Comprehensive Income.

Financial assets

The company has no financial assets other than investments, short-term debtors and cash at bank.

Counterparty risk

The risk of default is carefully assessed by the company's directors prior to the company providing services to prospective clients. The company also reviews potential risks to its own assets and ensures that funds are held with institutions whereby this risk is minimised to levels considered acceptable by the directors and which is in accordance with FCA requirements.

Borrowing facilities

The company has no borrowing facilities at the balance sheet date.

Sourcing new fundraising transactions is a key area for the business, and activities are structured around generating a pipeline of potential opportunities.

Customer retention is also key. The company has a broad and diversified customer base across the business as a whole, and customer relationships are a key part of the company’s culture.

As for all businesses, losses due to external fraud are a risk area, with any losses included in the Statement of Comprehensive Income. The company continuously reviews and refines its systems and processes to respond to the evolving tactics of fraudsters.

Section 172 Companies Act

In accordance with section 172 of the Companies Act 2006, the directors have had regard to the following matters in promoting the success of the Company for the benefit of its members as a whole.

• The likely long-term consequences of decisions

• The interests of employees

• The need to foster business relationships with suppliers, customers and others

• The impact of operations on the community and the environment

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

• The need to act fairly between members of the Company

Board decisions are taken collectively with consideration of risk, regulatory requirements and long-term sustainability. The Company maintains open communication with key stakeholders, including regulators, employees, service providers and customers.

On behalf of the board

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

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

The directors do not recommend the payment of a dividend during the year (2024: £Nil).

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

The company's financial instruments at the balance sheet date comprised investments, cash and liquid resources. The main purpose of these financial instruments is to provide finance for the company's operations. The company has various other financial instruments such as trade debtors and trade creditors that arise directly from its operations.

The company has chosen, in accordance with Section 414C of the Companies Act 2006, to set out in the Strategic Report the following information, which would otherwise be required to appear in the Report of the Directors:

Review of business, including future developments; and

Principal risks and uncertainties.

Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable laws 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;

• 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 Optiva Securities Limited (the 'company') for the year ended 31 December 2025 which comprise 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 and the directors' report.

We have nothing to report in respect of the following matters where 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.

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.

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

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, except for investments which are recognised at fair value. The principal accounting policies adopted are set out below.

The financial statements have been prepared on the going concern basis. During 2025, the Company incurred an operating loss of £923,556 and had net assets of £2,893,228. Based on the strength of the balance sheet and the review of the budgets and cash flow forecasts which expect a return to profitability in the ensuing accounting period, and therefore the directors are confident that the company will be able to meet its financial obligations as they fall due for the foreseeable future, and for a period of at least 12 months from the date of the financial statements. There are no material uncertainties related to events or conditions, that may cast significant doubt about the company’s ability to continue as a going concern.true

Turnover includes commission income, corporate advisory fees and other ancillary fees and investment income, and is stated net of value added tax.

Commission income is recognised on all contracts settled during the accounting period. Advisory fees, investment income and other ancillary fees are recorded on a right to consideration basis. Where such fees are contingent on the outcome of the underlying transaction, they are accounted for once that transaction has completed.

Turnover also includes, to the extent such transactions occur, realised and unrealised profits and losses arising from shares and warrants, and which are recorded as turnover where exercised and sold, net of any cost of acquisition. Where shares and warrants are neither listed nor readily marketable, no turnover is reflected in the Statement of Comprehensive Income, but where a reliable value of the shares and warrants can be measured an unrealised gain or loss will be recognised.

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.

Fixed and current asset investments are initially measured at cost, including transaction costs. At each reporting date, publicly traded investments or investments whose fair value can otherwise be measured reliably are measured at their fair values and the resultant gains and losses, after adjusting for taxation, are recognised in the statement of comprehensive income and subsequently transferred to the revaluation reserve, net of deferred tax. When the fair value of investments cannot reliably be measured, the investments are held at cost less any accumulated impairment losses. Investments consist of equity shares, warrants, and debt instruments.

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.

Basic financial assets, which include debtors and cash at 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at cost, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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 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.

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

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 key judgements and sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:

Revenue recognition - see turnover accounting policy for further detail;

Depreciation charges - see tangible fixed asset accounting policy for further detail; and

Fixed and current asset investments - see investments accounting policy for further detail.

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

Their aggregate remuneration comprised:

The actual credit 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:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The company contributes into a range of independently administered defined contribution pension schemes for all qualifying employees. The assets of the schemes are held separately from those of the company.

On 30 January 2026, the Company approved a share buyback by written resolution. The Company repurchased 43,383 shares for total consideration of £525,000, with payment made on the same date. The transaction resulted in a reduction in issued share capital of £43,383.

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:

C G St John Dennis is considered to be the company's ultimate controlling party by virtue of his majority interest in the share capital of the company.