The Directors present their Strategic Report and audited financial statements for the year ended 31 December 2024.

This report has been prepared by the Directors in accordance with the requirements of Section 414 of the Companies Act 2006 the company has prepared the financial statements in accordance with United Kingdom Accounting Standards, specifically FRS 101 Reduced Disclosure Framework.

Liberty Midco 3 Limited operates as an intermediary holding company for a number of subsidiaries who collectively operate under the brand name HKA. The principal activity of the Group is the provision of consulting, expert and advisory services for the construction, manufacturing, process and technology industries .

Capital reduction has been completed during the year. This was done in order to create distributable reserves. Please refer to Note 14 for details.

Liberty Midco 3 Limited holds an investment in another intermediary holding company and does not trade.

The Directors do not anticipate a change in the principal activities of the company. The Directors plan to maintain the HKA Group management policies and continue to invest in projects which will drive profitability and growth for the HKA Group.

The Company's risks and uncertainties are reviewed as part of the overall Group and the Company is therefore affected by the same principal risks and uncertainties that effect the 'HKA Group'.

As a people business, loss of key managers could result in a lack of necessary experience or continuity to execute the Group’s strategy. In addition, an inability to attract and retain sufficient high-calibre employees could become a barrier to the continued success and growth of the Company. This risk is mitigated with a clear people plan which is aligned to the business strategy and focused on attracting, developing and retaining the best people within the Company. The business aims to provide a good working environment, competitive remuneration packages and access to rewarding assignments.

As with any multi-currency Group we are sensitive to currency fluctuations however management review the size and probable timing of settlement of all financial assets and liabilities denominated in foreign currencies and anticipate that this will not have an adverse effect on the business.

The Company’s credit risk is primarily attributable to its trade debtors and credit risk increases in certain territories in which our clients operate where payment of outstanding receivables can be slower. Credit risk is managed by completing credit checks on customers and by monitoring payments against contractual terms.

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. These considerations are made for the HKA Group as a whole, which the company is a part of. The Directors continue to have regard to the interests of the HKA Group’s employees and other stakeholders, the impact of its activities on the community, the environment and the HKA Group’s reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the HKA Group for its members in the long term. We explain in these financial statements, and below, how the Board engages with stakeholders.

Shareholders – PAI Partners and Partners

Shareholders own the business and the board are responsible for successfully developing the business in order to deliver an acceptable return on the investment made by shareholders.

How engagement occurs

Representatives of both shareholder groups sit on the main Board. Engagement with the wider Partner group is conducted by the Directors through regular Partner calls and individual one to one engagement and communication.

Employees

HKA’s business is based on delivering services through its employees. The successful growth of the business is dependent on recruiting, retaining and developing employees. A key element of this is ensuring staff engagement to ensure that HKA is a place where talented individuals want to work.

How engagement occurs

Staff communication and engagement occur through a combination of team meetings, internal communications (intranet, news, emails, blogs, webinars, videos) and local, regional, and global social events.

In addition we conduct an annual staff engagement survey and other targeted specific surveys. Outcomes from the engagement surveys are reviewed by the Board and an action plan is agreed to further build on strengths and address any shortfalls. The Board also promotes equal opportunities within the business and has implemented a clear ED&I strategy with local ED&I committees established in each region. Of particular current focus is gender diversity, monitoring gender pay and looking at initiatives to promote a better more effective gender balance at all levels.

Engagement with all policies and procedures is monitored through active online Compliance Training for all staff.

Clients

The Directors recognise that the success of the business relies on its ability to secure new clients and maintain long term client relationships. The way in which the business engages with clients will determine how successful it is at retaining and growing its services with clients.

How engagement occurs

A key role of all client facing partners is to ensure that they nurture and develop client relationships. This is done through regular communication before, during and after delivering client assignments.

Suppliers

The main suppliers to the business are sub-consultants typically with specialist skills required by clients.

How engagement occurs

The business ensures that sub-consultants are treated fairly and they are paid on time as most are sole practitioners. The business also ensures that sub-consultants are aware of HKA policies, procedures and way of doing business; and are required to carry out compliance training and confirm understanding of HKA policies.

Community and charities

The business forms part of the wider community and as such has a responsibility to use its resources to support local communities and charities.

How engagement occurs

The business has a global CSR committee with representatives made up of Partners and employees and regional CSR committee members. The committee oversees group wide and regional CSR activities and encourages CSR activities which combine charitable giving as well as enabling staff to provide time and skills to support communities and charitable causes.

Environment

The business has a responsibility to ensure that it proactively looks at ways in which it can minimise its carbon footprint whilst ensuring that it delivers the services required by the client.

How engagement occurs

The company aims to be environmentally responsible through implementation of an established environmental, social and governance policy. The business has started the process of measuring its carbon footprint and is developing targets together with tangible plans to improve performance in this area.

Key events and decisions

The key events and decisions made by the Board, the stakeholders they impacted and the associated actions taken by the Directors to engage with the relevant stakeholders are listed below. Key events and decisions have been determined by assessing items which are either material for the business or that have a significant impact on one or many categories of stakeholders.

Key events/decisions

Capital reduction

Stakeholders affected

None

Actions and impact

• Reduction of Share Capital and Share Premium reserves

• Create distributable reserves

Approved on behalf of the board

The Directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year and the financial position of the company are as shown in the attached financial statements and a detailed review is set out in the Strategic Report.

During the year, no dividends were declared. (2023: Nil).

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

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the reporting date.

In accordance with the company's articles, a resolution proposing that BDO LLP be reappointed as auditor of the company will be put at a General Meeting.

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.

In adopting the going concern basis for preparing the financial statements, the Directors have considered, amongst other matters, the Company's principal risks and uncertainties as set out in the Strategic Report.

The going concern review has been performed at the HKA group level, details of this review can be found in the HKA Group Holdings Limited financial statements.

As at 31 December 2024 the Company had net assets.

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

The Directors are responsible for preparing the Strategic Report, the Directors' 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) including FRS 101 "Reduced Disclosure Framework" ("FRS 101") and applicable law. Under company law the Directors must not approve the financial statements unless they 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 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.

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its result 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 have audited the financial statements of Liberty Midco 3 Limited (“the Company”) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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.

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 Directors are responsible for the other information. The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our auditor’s 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.

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.

Other Companies Act 2006 reporting

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, 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.

Extent to which the audit was 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:

Non-compliance with laws and regulations

Based on:

• Our understanding of the Company and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be the applicable accounting framework, the UK Companies Act and corporate income tax legislation.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be those in relation to payment of employees and data protection laws.

Our procedures in respect of the above included:

• Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

• Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;

• Review of financial statement disclosures and agreeing to supporting documentation;

• Involvement of tax specialists in the audit; and

• Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

• Obtaining an understanding of the Company’s policies and procedures relating to:

  • Detecting and responding to the risks of fraud; and

  • Internal controls established to mitigate risks related to fraud.

• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be inappropriate journal entries and management bias in accounting estimates.

Our procedures in respect of the above included:

• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and

• Challenging assumptions and judgements made by management in their significant accounting estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

The result for the year was nil (2023: Nil).

The notes on pages 13 to 20 form part of these financial statements.

The notes on pages 13 to 20 form part of these financial statements.

The notes on pages 13 to 20 form part of these financial statements.

Liberty Midco 3 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3200 Daresbury Park, Daresbury, Warrington, Cheshire, WA4 4BU.

Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in US dollars 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 on the historical cost basis. The principal accounting policies adopted are set out below.

Disclosure exemptions adopted

In preparing these financial statements the company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore these financial statements do not include:

• certain comparative information as otherwise required by IFRS accounting standards in conformity with the requirements of the Companies Act 2006;

• certain disclosures regarding the company's capital;

• the effect of future accounting standards not yet adopted;

• the disclosure of the remuneration of key management personnel;

• a statement of cash flows: and

• disclosure of related party transactions entered into between two or more members of a group headed by HKA Group Holdings Limited, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted because equivalent disclosures are given in the consolidated financial statements of HKA Group Holdings Limited. These financial statements do not include certain disclosures in respect of:

• financial instruments (other than certain disclosures required as a result of recording financial instruments at fair value);

• fair value measurement (other than certain disclosures required as a result of recording financial instruments at fair value); and

• impairment of assets.

The financial statements of HKA Group Holdings Limited are available to the public and can be obtained as set out below.

Consolidated accounts

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Liberty Midco 3 Limited is a wholly owned subsidiary of HKA Group Holdings Limited and the results of Liberty Midco 3 Limited are included in the consolidated financial statements of HKA Group Holdings Limited which are available from 3200 Daresbury Park, Daresbury, Warrington, Cheshire, WA4 4BU.

In adopting the going concern basis for preparing the financial statements, the Directors have considered,true amongst other matters, the Company's principal risks and uncertainties as set out in the Strategic Report.

The going concern review has been performed at the HKA group level, details of this review can be found in the HKA Group Holdings Limited financial statements.

As at 31 December 2024 the Company had net assets.

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

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Financial assets, other than those measured at fair value through profit or 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 of the investment have been affected.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Tax is recognised in the statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised

directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date, except that:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

In the application of the company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about carrying amounts 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 on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision effects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The carrying value of investments are reviewed for impairment on an annual basis. If the value of an investment is greater than the net assets of the subsidiary then management make assumptions and judgements based on forecasts and future strategy through a value in use model to determine if an impairment exists.

Amounts due from fellow group undertakings are reviewed regularly by management to assess recoverability and ensure adequate provisions are in place. Judgement is used to determine the appropriate level of provision using group information on net assets, trading history, strategy and forecasts.

The audit fee for the current year and prior period has been borne by a fellow group company and not recharged.

There were no staff costs incurred during the year or prior period. The company does not have any employees other than Directors who received no remuneration. The Directors are paid by other companies within the Group and no recharge has made.

Details of the company's subsidiaries at 31 December 2024 are as follows:

** indirectly held through Liberty Bidco UK Ltd.

The investments in subsidiaries are all stated at cost.

Trade receivables disclosed above are measured at amortised cost.

Amounts due from fellow group undertakings have no fixed repayment date and incur no interest.

Amounts due to parent undertakings are repayable on demand and incur no interest.

The company has one class of ordinary shares which carry no right to fixed income, all shares rank pari passu for dividends and in the event of a return of surplus assets on liquidation.

Capital reduction has been completed during the year. Further details can be found in note 14.

Share premium represents the amount subscribed for share capital in excess of the nominal value.

Retained earnings represent cumulative profits or losses, net of dividends and other adjustments.                        

The company has taken advantage of the exemption conferred by FRS 101 paragraph 8(j) and 8(k) not to disclose key management personnel compensation or transactions and amounts due to or from fellow group companies that are wholly owned by the ultimate parent company.

Capital reduction has been completed during the year. This was done in order to create distributable reserves. The impact of the Capital Reduction is as follows:

The company is a wholly owned subsidiary of HKA Group Holdings Limited, a company incorporated and registered in the United Kingdom. The smallest group for which consolidated accounts have been prepared is that headed by HKA Group Holdings Limited which can be obtained from the registered office, 3200 Daresbury Park, Daresbury, Warrington, Cheshire, WA4 4BU.

At 31 December 2024, the ultimate controlling party was PAI Partners.