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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report of the Company for the year ended 31 December 2025.
The principal activities of the Company were that of investment advice, asset management, brokerage and proprietary trading.
During the year, the Company generated brokerage turnover of US$585,844 (2024 - US$744,300) driven by decreased activity in its core business. The Company earned fees of US$405,246 (2024 - US$263,127) from investment advisory services. The Company's proprietary trading reflected losses of US$939,946 (2024 - gain of US$273,306) based on mark to market accounting policy that resulted in net turnover of US$51,144 (2024 - US$1,280,733) for the year ended 31 December 2025.
The loss before tax for the year was US$1,136,031 (2024 - US$37,027). The loss has been largely driven by adverse movements in the fair value of investments held by the Company. Net assets at 31 December 2025 were US$9,403,144 (2024 - US$10,539,175) with the decrease due to losses made during the year. The Company has limited exposure to further mark to market write downs. The capital resources of the Company for the year are in excess of the financial resources requirement as prescribed by the Financial Conduct Authority (FCA). The Company's focus continues to be primary and secondary developing markets. Technology and operational efficiency remain critical within the business and our back office. The operations team continue to be supported by an efficient straight through processing system that meets the needs of the Company and our clients.
The financial risk management objective and policy is to maintain sufficient liquidity and capital so that it can always meet its liabilities and regulatory financial resources requirements.
At the reporting date, the main risks to which the Company was exposed are as follows: Liquidity risk The Company is cash positive and aims to ensure sufficient funds are always available for its operating activities. While the need for borrowing facilities are not required at present, the directors will continue to monitor the Company's cash requirements. Insolvency risk for financial institutions The directors use all due skill, care and diligence in the selection and periodic review of third party institutions where the client and Company monies are held to mitigate this risk.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The organisation's KPls currently are:
Turnover growth: -96% (2024: -20%) Loss margin: -2,221% (2024: -3%) Assets under management: $16,467,856 (2024: $20,760,313) In 2025, assets under management decreased, reflecting a decline in client portfolios during the year. The reduction in revenue is primarily driven by mark-to-market movements rather than a weakening in underlying operational performance. The Company's focus will be to continue to grow all revenue streams and provide its clients with exceptional discretionary management and safe custody services, whilst limiting the Company's exposure to its own proprietary positions.
The directors of the Company act in the way they consider, in good faith, that would be most likely to promote the success of the Company for the benefit of its members as a whole in accordance with S172(1) (a) - (f) of the Companies Act 2006, and in doing so have regard (amongst other matters) to:
a) The likely consequences of any decision in the long term - The directors give careful consideration to any key decisions that may impact on the Company's stakeholders and will encourage open discussions with stakeholders if the directors believe that they will be materially impacted due to the decision making taken by the directors. b) The interests of the Company's employees - The directors recognise that the Company's employees are fundamental and core to the business and delivery of the Company's strategic ambitions. From ensuring that the Company remains a responsible employer, from pay and benefits to the health, safety and workplace environment, the directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible. c) The need to foster the Company's business relationships with suppliers, customers and others - The success of the Company requires that it maintains strong mutually beneficial relationships with suppliers, customers, regulators and other key partners. The Company continuously assesses the priorities related to customers and those with whom the Company does business, and the directors engage with the business on these topics. d) The impact of the Company's operations on the community and the environment - The directors recognise the importance of engaging positively with the community and environment within which the Company operates. As such, the Company continues to endorse charitable donations and other green initiatives wherever possible in order to maintain a positive impact with the community and environment. e) The desirability of the Company maintaining a reputation for high standards of business conduct – The Company strives to operate in a manner which ensures that business is conducted in accordance with the highest standards of governance. The directors periodically review the Company's Code of Ethics/ Compliance manuals to ensure they are maintained to reflect and promote these high standards throughout the Company. f) The need to act fairly as between members of the Company - The Company only has one member.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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;
∙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 to 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 loss for the year, after taxation, amounted to $1,136,031 (2024 - loss $37,027).
The directors paid a dividend of $nil (2024: $nil) in the year.
The Company intends to continue developing its brokerage and Investment Advisory businesses.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Customers
The most important stakeholder of the Company is the customers, the quality of our services is therefore of upmost importance. Suppliers We keep in close contact with our suppliers to maintain mutually beneficial relationships.
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
The European Union Capital Requirements Directive (CRD) seeks to create a direct correlation between a firm's capital requirement and the risks it faces through its operational activities by way of an approach in three stages which have become known as the three pillars.
Pillar 1 (minimum capital requirement) sets minimum capital requirements for firms in respect of credit, market and operational risk. Pillar 2 (supervisory review) places an obligation on firms to hold internal capital that is consistent with their risk profile and strategy, and establishes a joint supervisory process to enable the regulator to review firms' capital adequacy assessments. Pillar 3 (market discipline) requires firms to make specific disclosures with the aim of strengthening the market's role in judging individual firms' capital adequacy. The disclosures the Company is required to make under Pillar 3 are set out below: The firm’s corporate governance framework enables the Board and the Executive leadership to structure and organise the business operations in a manner that promotes the prompt and effective implementation of the Company's Strategic objectives. The directors and senior leadership team are comprised of persons who have the necessary skill and experience and meet regularly to review all aspects of the firm’s business including business strategy, planning, financial results and risk and compliance matters. The firm operates a risk-focused governance structure which enables risk to be considered at every level. The directors set the firm’s risk profile and monitors the firm’s ongoing performance against its risk attitude and its desired risk appetite. The directors consider the Key Harms and Risks applicable to the firm to be; • Strategic & Business Risk – the firm is exposed to strategic and business risk through its business planning
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
and execution of its strategy. Changes to the business environment and the introduction of new market regulations will give rise to the need for further planning.
• Market Risk – the firm is exposed to market risk in relation to investments that it holds in its own name. • Liquidity Risk – the firm is exposed to the risk that it does not have available sufficient financial resources to meet its obligations as they fall due. • Operational Risk – the firm is exposed to the risk of loss, both financial and reputational, as a result of inadequate processes, people or systems. The directors have adopted risk management policies and procedures which are proportionate to the nature, scale and complexity of the firm's business. The identification and mitigation of the identified risks are part of the day to day responsibilities of the firm's management, and these risks are reviewed on a regular basis by the directors. The Board of directors oversee and approve the remuneration policies, practices and procedures for the firm in a manner which ensures successful retention, recruitment and motivation of staff including senior management and material risk takers but without compromising on excessive risk taking and alignment of interests. The firm operates a fixed remuneration policy with a discretionary annual bonus scheme and there are no contractually variable components or claw-backs applicable to the remuneration for any material risk takers. The Board applies prudent judgement in evaluating performance, taking into consideration individual, team and company performance.
The FCA issued revised rules on capital adequacy following the implementation of the IFPR and the Internal Capital Adequacy and Risk Assessment (‘ICARA’) process which came into force on 1 January 2022. Under the IFPR regime, the firm is classified as a Non-SNI (Small Interconnected firm) as a result of the firm being authorised to hold Client Money and Assets.
As an FCA authorised and regulated firm it is required to meet the FCA’s capital resource requirements set in MIFIDPRU including: • at all times hold own funds and liquid assets which are adequate, both as to their amount and their quality, to ensure it is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and • ensure that the business can be wound down in an orderly manner, minimising harm to consumers or to other market participants. Throughout the year, the firm held surplus capital over its regulatory capital requirements. The firm is subject to the new MIFIDPRU regulations which prescribes the disclosure of information on the calculation of the Own Funds Requirement and the composition of capital held (‘Own Funds’).
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT INVESTMENT SECURITIES SERVICES LIMITED
We have audited the financial statements of Orbit Investment Securities Services Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of 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 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT INVESTMENT SECURITIES SERVICES LIMITED (CONTINUED)
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
In our opinion, based on the work undertaken in the course of the 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT INVESTMENT SECURITIES SERVICES LIMITED (CONTINUED)
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 Auditors' 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:
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 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 the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, health and safety legislation, money laundering regulations and the regulations of the Financial Conduct Authority; • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal 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: • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and • understanding the design of the Company’s remuneration policies. 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; • reading the minutes of meetings of those charged with governance; and • enquiring of management as to actual and potential litigation and claims. 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT INVESTMENT SECURITIES SERVICES LIMITED (CONTINUED)
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 or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Hertfordshire
WD6 1JD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 30 form part of these financial statements.
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