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Registered number:
FOR THE YEAR ENDED 30 JUNE 2026
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2026
The directors present the strategic report for the year ended 30 June 2026.
Invicta Securities Ltd (Invicta) activity performance through the year 2025/26 has been in line with forecasts.
The results for the year are set out on page 9 to 10 and show loss on ordinary activities after taxation of -£155,381 (2025: Profit of £154,748). At year end, the net assets of the company amounted to £1,809,300 (2025: £2,194,681). During the financial year, trading conditions remained challenging, with institutional clients adopting a selective approach to risk allocation and portfolio rebalancing. Although periods of volatility in government bond yields and credit markets generated trading opportunities, overall activity was constrained by inconsistent liquidity, fluctuations in investor risk appetite and subdued transaction volumes in certain segments of the fixed income market. The monetary policy environment continued to play a central role in determining market activity. Diverging economic conditions and inflation expectations across the United Kingdom, the Eurozone and the United States contributed to uncertainty regarding the future direction of interest rates and the shape of government bond yield curves. These conditions influenced institutional investors' positioning, particularly in longer-duration bonds, credit instruments and emerging market securities. Against this backdrop, the Company continued to prioritise its established institutional client relationships while seeking to broaden its trading opportunities across different fixed income products and geographical markets. During the year, the directors also undertook a review of the Company's operating structure, resulting in the decision to close the Italian branch. This restructuring forms part of a broader strategy to streamline operations, optimise the cost base and concentrate resources on the Company's core brokerage activities in United Kingdom. The closure of the Italian branch represents an important step towards simplifying the Company's organisational structure and improving operating efficiency. The directors believe that a more focused operating model will allow the Company to respond more effectively to changing market conditions while maintaining its commitment to existing clients. Under the Investment Firms Prudential Regime (IFPR), the Company continues to be classified as a non-small and non-interconnected (non-SNI) investment firm. While the directors acknowledge the reduction in revenues and the loss recorded during the year, they remain committed to maintaining a sustainable business model, strengthening operational efficiency and positioning the Company for future opportunities in the fixed income markets.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
The Company operates in financial markets where business performance is closely linked to institutional trading activity, market liquidity, interest rate developments and broader macroeconomic conditions. The principal risks and uncertainties facing the Company include market activity risk, monetary policy uncertainty, geopolitical risk, operational and regulatory risk, and revenue concentration.
Market activity and liquidity risk: The Company's revenues depend primarily on institutional client transaction volumes in fixed income markets. Prolonged periods of subdued market activity, reduced liquidity or compressed credit spreads may negatively affect brokerage revenues and profitability. Although heightened market volatility can create additional trading opportunities, excessive uncertainty may also lead clients to reduce trading activity and limit risk-taking. Interest rate and monetary policy risk: Changes in monetary policy by the Bank of England, European Central Bank and Federal Reserve can materially affect bond valuations, yield curves, credit spreads and institutional investment flows. Uncertainty over the future direction of interest rates may lead to sudden changes in market positioning and reduced liquidity, particularly in less liquid securities. The Company monitors these developments closely and seeks to adapt its product coverage and client engagement accordingly. Geopolitical and macroeconomic risk: International geopolitical tensions, trade restrictions, fiscal uncertainty and fluctuations in energy prices may adversely affect financial market confidence and liquidity. These developments may result in increased market volatility, reduced investor risk appetite and unpredictable trading conditions. Operational and regulatory risk: As an FCA-regulated investment firm, the Company remains subject to regulatory requirements relating to capital adequacy, liquidity, governance, conduct and operational resilience. The directors remain focused on maintaining appropriate internal controls, risk management processes and regulatory compliance. The closure of the Italian branch represents an organisational change requiring appropriate management of operational, regulatory and client-related considerations. Business concentration and profitability risk: The Company's financial performance remains sensitive to trading volumes across its principal fixed income products and the activity of its institutional client base. Following the reduction in revenues during the year, management has placed increased emphasis on cost control, operational efficiency and the diversification of revenue sources. The directors consider the continued development of existing client relationships, together with selective expansion into complementary products and markets, to be important in reducing these risks over time. Reputational risk: The Company's reputation remains fundamental to its long-term success. The directors recognise the importance of maintaining high standards of professional conduct, transparency and client service. The Company continues to maintain policies and procedures designed to minimise reputational risks and ensure that its activities are conducted with integrity and in accordance with applicable regulatory requirements.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
The directors use the below key performance indicators as part of their business management. Results for the year ended 30 June 2026 show:
Turnover decreased by (21)% to £1,383,187 (2025 – increased by 1% to £1,760,616) EBITDA: decreased by 124% to £(319,006) (2025 decreased by 94% to £78,358) Number of institutional clients covered to date: 220 In the coming year the Company will focus on expanding the business by adding new salespeople to the existing team in United Kingdom, expanding the business to new products, increasing the geographical areas covered especially outside of Europe, strengthening existing client relationships as well as expanding its client base further.
The directors have acted in a way that promotes the success of the company for the benefit of its members and the group as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) during the financial year ended on 30 June 2026.
In coming to this conclusion, the directors have considered the following:
∙Consideration of long-term consequences are an inherent part of the company's decision-making processes. As a privately-owned company, the board considers that the interests of the company and its shareholders are aligned in seeking sustainable value creation over the longer term through the company's operations, promoting long term strategic decision-making.
∙The company has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the company.
∙The company operates in the Financial Sector which is sector characterised by long term relationships with stakeholders and is driven largely by maintaining strong relationships. Maintaining a reputation for high standards of business conduct is vital and the company expects all parties with whom it transacts always act with integrity, openly, honestly and ethically. The company has zero tolerance to fraud and maintains effective oversight and scrutiny processes, executed with independence and impartiality.
∙When taking decisions, the board considers the potential impact the decisions they take may have on the environmental and socially. Given the size of the business the impact of the company’s operations on the community and environment is not considerable.
∙The integrity of the company is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity, fraud and whistleblowing, each of which is reinforced through appropriate training.
∙The directors are also shareholders of the company. They believe that their interests are aligned with that of the company.
This report was approved by the board on 21 October 2026 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2026
The directors present their report and the financial statements for the year ended 30 June 2026.
The loss for the year, after taxation, amounted to £155,381 (2025 - profit £154,748).
During the year dividends totalling £230,000 (2025 - £295,000) were paid to shareholders.
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
In the coming year the company will focus on expanding the business to new products and strengthening existing client relationships as well as expanding its client base further.
Although the directors anticipate continued fluctuations in market activity, they believe that periods of repricing and portfolio reallocation may generate opportunities for specialist fixed income intermediaries. Following the closure of the Italian branch, the Company's strategy will focus on consolidating its existing operations, improving cost efficiency and maintaining a flexible operating structure.
The company has a branch in Italy which has the same principal activity as detailed on page 3.
The Italian branch of the company was closed after the year end, and the branch was removed from the Milan Companies Register with effect from 9 July 2026. The closure aims to improve operating efficiency.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 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.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INVICTA SECURITIES LIMITED
In our opinion the financial statements:
∙give a true and fair view of the state of the company's affairs as at 30 June 2026 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.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 INVICTA SECURITIES 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.
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 set out on page 4, 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INVICTA SECURITIES 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 similar businesses;
∙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, environmental, health and safety legislation and FCA rules and regulations;
∙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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INVICTA SECURITIES LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements (continued)
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;
∙enquiring of management as to actual and potential litigation and claims.
∙reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.
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 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
Borehamwood
Hertfordshire
WD6 1JD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2026
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STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2026
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ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Invicta Securities Limited is a limited liability company incorporated and domiciled in England and Wales. Its registered office and business address is 83 Baker Street, London, W1U 6AG.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company's functional and presentational currency is £ sterling.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
The company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Other investments are valued at the market values as at the reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
2.Accounting policies (continued)
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to related parties.
Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. The Company does not have debt instruments that are payable or receivable in more than one year. Financial assets that are measured at cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. Financial assets that are measured at fair value through the profit or loss are revalued at the end of each reporting period. These fair value movements are recognised in the Statement of Comprehensive Income. Cash is represented by cash in hand and deposits with financial institutions.
All sales relate to the principal activity of the company. Geographic split of turnover: UK 98% and 2% outside UK (2025 - UK 51% and Europe 49%).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
10.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Profit and loss account
The company contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension charges represent contributions payable to the fund and amounted to £111,644 (2025- £15,259). Pension contributions due to the fund at the reporting date were £nil (2025- £nil).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
The Italian branch of the company was closed after the year end, and the branch was removed from the Milan Companies Register with effect from 9 July 2026. The closure aims to improve operating efficiency.
The ultimate controlling party is C Argentieri, by virtue of a majority shareholding.
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