Company registration number 16077371 (England and Wales)
HF HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
HF HOLDCO LIMITED
COMPANY INFORMATION
Directors
N Passi
(Appointed 13 November 2024)
R Thompson
(Appointed 13 November 2024)
R McCann
(Appointed 25 March 2025)
P McCarthy
(Appointed 25 March 2025)
J B O'Roarke
(Appointed 25 March 2025)
A Young
(Appointed 25 March 2025)
Company number
16077371
Registered office
Orange Tower
11th Floor
Media City UK
Salford
Manchester
United Kingdom
M50 2HF
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
HF HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Income statement
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
HF HOLDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

In the period to 31 December 2025, the c ompany operated principally as an intermediate holding company within the HF Topco Limited group.

At 31 December 2025, the c ompany’s parent undertaking was HF Topco Limited.

The c ompany forms part of the g roup’s intermediate holding structure and holds investments in subsidiary undertakings.

The wider subgroup includes:

- HF Midco Limited

- HF Bidco Limited

- HF Limited (formerly Horwich Farrelly Limited) and its subsidiaries

Details of the trading subsidiaries within the HF Limited group are included within the consolidated financial statements of HF Limited (formerly Horwich Farrelly Limited).

The g roup’s long term financing structure includes loan notes and external bank debt as part of the wider acquisition and funding arrangements of the g roup.

Principal risks and uncertainties

The c ompany’s principal risks arise from its role as a holding company. The key risk is the recoverability of the c ompany’s investments in subsidiary undertakings, which is dependent on the future trading performance and cash generation of the underlying trading group.

The g roup’s debt facilities with HSBC and Investec include financial covenants linked to adjusted net leverage. C ompliance with these covenants is monitored regularly.

The b oard also monitors broader risks affecting the trading subsidiaries, including macroeconomic conditions, client demand, cost pressures and risks specific to the legal services sector. These risks are considered by the b oard as part of its ongoing review of the g roup’s performance and forecasts.

Key performance indicators

HF Holdco Limited does not undertake trading activities and functions solely as a holding company. As such, the directors do not use separate financial key performance indicators for the company.

The directors monitor the performance of the underlying trading subsidiaries using a range of KPIs, including:

- Profit before tax

- EBITDA

- Billing

- LockUp*

*LockUp is a measure of the total value of work in progress (WIP) plus outstanding client debtors.

These indicators are reviewed regularly against budgets and monthly forecasts to assess operational performance and financial health.

HF HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
S172(1) Statement

The Board consider that they have acted in the way most likely to promote the success of the company for its shareholders. In doing so the Directors have paid regards to key stakeholders and other matters set out in s172(1) of the Companies Act 2006 when making decisions in the period, including but not restricted to:

- the likely consequences of any decisions in the long term;

- the interests of the Company’s employees;

- the need to foster the company's business relationships with suppliers, customers, and others;

- the impact of the company's operations on the community and the environment,

- the desirability of the company maintaining a reputation for high standards of business conduct, and

- the need to act fairly between shareholders of the company.

The disclosures set out below are some examples of how the Directors have had regard to the matters above when discharging their duties and the effect of that on certain decisions taken by them.

On behalf of the board

R McCann
Director
2 June 2026
HF HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -

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

The company is a private company limited by shares, incorporated in England and Wales on 13 November 2024 and commenced trading on the same date.

Principal activities

The principal activity of the company is that of a holding company.

Results and dividends

The results for the period are set out on page 8.

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

Directors

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

N Passi
(Appointed 13 November 2024)
R Thompson
(Appointed 13 November 2024)
R McCann
(Appointed 25 March 2025)
P McCarthy
(Appointed 25 March 2025)
J B O'Roarke
(Appointed 25 March 2025)
A Young
(Appointed 25 March 2025)
Auditor

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.

Energy and carbon report

The Company is not required to disclose energy and carbon information under the Streamlined Energy and Carbon Reporting (SECR) regulations, as it does not meet the qualification criteria on an individual entity basis. Accordingly, no disclosures have been made in respect of energy consumption, emissions or energy efficiency activities.

HF HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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.

Statement of disclosure to auditor

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.

On behalf of the board
R McCann
Director
2 June 2026
HF HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HF HOLDCO LIMITED
- 5 -
Opinion

We have audited the financial statements of HF Holdco Limited (the 'company') for the period ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the period 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' r eport for the financial period 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.

HF HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HF HOLDCO LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Auditor's responsibilities for the audit of the financial statements

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.

HF HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HF HOLDCO LIMITED (CONTINUED)
- 7 -

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.

Helen Davies (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Ship Canal House
98 King Street
Manchester
M2 4WU
2 June 2026
HF HOLDCO LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 8 -
Period
ended
31 December
2025
Notes
£
Revenue
-
Investment income
4
7,696,514
Finance costs
5
(7,642,267)
Profit before taxation
54,247
Tax on profit
-
0
Profit and total comprehensive income for the financial period
12
54,247
HF HOLDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
Notes
£
£
Non-current assets
Investments
6
1
Non-current trade and other receivables
8
90,711,513
90,711,514
Current assets
Current liabilities
9
(10,500,727)
Net current liabilities
(10,500,727)
Total assets less current liabilities
80,210,787
Non-current liabilities
9
(80,156,539)
Net assets/(liabilities)
54,248
Equity
Called up share capital
11
1
Retained earnings
12
54,247
Total equity
54,248
The financial statements were approved by the board of directors and authorised for issue on 2 June 2026 and are signed on its behalf by:
R McCann
Director
Company registration number 16077371 (England and Wales)
HF HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 10 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 13 November 2024
-
-
-
Period ended 31 December 2025:
Profit and total comprehensive income
-
54,247
54,247
Transactions with owners:
Issue of share capital
11
1
-
1
Balance at 31 December 2025
1
54,247
54,248
HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

HF Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Orange Tower, 11th Floor, Media City UK, Salford, Manchester, United Kingdom, M50 2HF. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Reporting period

These financial statements cover the period from the date of incorporation, 13 November 2024, to 31 December 2025, which represents the company’s first accounting period.

As this is the company’s first period, no comparative figures are presented in accordance with the requirements of IAS 1.36. Comparative information will be included in future periods once a full prior financial year exists.

1.2
Accounting convention

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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

- inclusion of an explicit and unreserved statement of compliance with IFRS;

- presentation of a statement of cash flows and related notes;

- disclosure of the objectives, policies and processes for managing capital;

- disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

- disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date, and;

- related party disclosures for transactions with the parent or wholly owned members of the group.

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.

HF Holdco Limited is a wholly owned subsidiary of HF Topco Limited and the results of HF Holdco Limited are included in the consolidated financial statements of HF Topco Limited which are available from Orange Tower, 11th Floor, Media City UK, Salford, M50 2HF.

1.3
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Going concern

The Company is dependent on the continued financial support of its parent undertaking and wider group in order to meet its liabilities as they fall due.true

The Directors have prepared cash flow forecasts for the foreseeable future, which take into account the Company’s current financial position and expected future performance. These forecasts demonstrate that the Company will require ongoing financial support from the Group.

The Directors have received confirmation that the Group will continue to provide such financial support for a period of at least 12 months from the date of approval of these financial statements. On this basis, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

1.5
Non-current investments

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.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Financial assets

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.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets

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.

Derecognition of financial liabilities

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

1.7
Equity instruments

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.

2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Intercompany loan classification

The c ompany has applied judgement in determining the classification of intercompany balances as non-current.

Certain amounts due from group undertakings are not expected to be settled within 12 months of the balance sheet date. The d irectors have assessed the nature of these balances, including the absence of fixed repayment terms and the intention of the parties, and have concluded that they represent long term funding within the g roup.

Accordingly, these balances have been classified as non-current.

3
Employees

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

2025
Number
Total
6
HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 14 -
4
Investment income
2025
£
Interest income
Interest receivable from group companies
7,696,514
5
Finance costs
2025
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
5,842,267
Interest on other loans
1,800,000
7,642,267
6
Investments
Current
Non-current
2025
2025
£
£
Investments in subsidiaries
-
1
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 13 November 2024
-
Additions
1
At 31 December 2025
1
Carrying amount
At 31 December 2025
1
HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 15 -
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
HF Midco Limited
1
Ordinary
100.00
-
HF Bidco Limited
1
Ordinary
0
100.00
HF Limited (formerly Horwich Farrelly Limited)
1
Ordinary
0
100.00

Registered office addresses:

1
Orange Tower, 11th Floor, Media City UK, Salford, M50 2HF

The c ompany’s principal subsidiary undertaking is HF Limited, which is wholly owned. HF Limited acts as the intermediate holding company for the g roup’s trading entities. Details of the g roup’s subsidiary undertakings are disclosed in the financial statements of HF Limited.

8
Trade and other receivables
Non-current
2025
£
Loan notes receivable
66,005,525
Intercompany loans receivable
24,705,988
90,711,513

Loan notes comprise principal balances of £60.4 m together with accrued interest of £5.6 m. The loan notes are unsecured and bear interest at a rate of 12% per annum, with interest capitalised quarterly in arrears and added to the principal balance. The loan notes are repayable on demand.

Intercompany loans comprise principal balances of £22.6 m together with accrued interest of £2.1 m. These balances are unsecured and bear interest at a rate of 12% per annum. Interest is capitalised quarterly in arrears and added to the principal balance. The loan notes, together with any accrued interest, are repayable on demand.

Amounts due from group undertakings and loan notes receivable are classified as non-current assets. Although the balances are contractually repayable on demand, the c ompany does not expect to realise these amounts within 12 months of the reporting date.

The directors have assessed the expected timing of recovery and consider that repayment is dependent on the availability of distributable reserves and cash flows within the g roup. The balances are therefore considered to form part of the g roup’s long term funding structure and are presented as non-current.

9
Liabilities
Current
Non-current
2025
2025
Notes
£
£
Borrowings
10
10,500,727
80,156,539
HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 16 -
10
Borrowings
Current
Non-current
2025
2025
£
£
Borrowings held at amortised cost:
Investor loan notes
-
21,800,000
Loan notes payable
-
58,356,539
Intercompany loans payable
10,500,727
-
10,500,727
80,156,539

Borrowings are measured at amortised cost and comprise loan notes due to investors and group undertakings.

On 25 March 2025, investor loan notes of £20,000,000 were issued. The loan notes accrue interest at a fixed rate of 12% and are repayable in March 2031. Accrued interest of £1,800,000 is included within non-current borrowings.

Loan notes comprise principal balances of £53.4 m together with accrued interest of £5.0 m. The loan notes bear compound interest, which accrues daily. The contractual maturity date is 2031. Repayment prior to maturity is only required upon the occurrence of an exit event. Accordingly, the c ompany has an unconditional right to defer settlement of the loan notes for at least 12 months after the reporting date.

Intercompany loans comprise principal balances of £9.6 m together with accrued interest of £0.9 m. These balances are unsecured and bear interest at a rate of 12% per annum. Interest is capitalised quarterly in arrears and added to the principal balance. The loan notes, together with any accrued interest, are repayable on demand.

In accordance with IAS 1 Presentation of Financial Statements, the intercompany loans have been classified as current liabilities, as the c ompany does not have an unconditional right to defer settlement for at least 12 months after the reporting date. Whilst there is no intention to demand repayment within 12 months, the contractual terms do not provide the c ompany with such a right, and therefore the balances are presented as current liabilities.

11
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1
1

Ordinary shares are non-redeemable and entitled to one vote, pari passu to dividend payments or any other distribution and are entitled pari passu to participate in a distribution arising from a winding up of the company. The share of £1 was issued at par on incorporation.

12
Retained earnings

Retained earnings represent the cumulative profits and losses of the c ompany.

HF HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 17 -
13
Related party transactions

CBPE Capital LLP is a related party by virtue of its majority shareholding in the ultimate parent company. Total loan notes held by CBPE Capital LLP amount to £20,000,000. These loan notes accrued interest in the period of £1,800,000 bringing total accrued interest at the balance sheet date of £1,800,000.

The company has taken advantage in accordance with FRS 101 to not disclose transactions with other members of the group.

14
Controlling party

The company's immediate and ultimate parent is HF Topco Limited, incorporated in England and Wales.

The smallest and largest group in which the results of the company are consolidated is that headed by HF Topco Limited with a registered address Orange Tower, 11th Floor, Media City UK, Salford, M50 2HF. The consolidated accounts are publicly available and may be obtained from Companies House.

The ultimate controlling party is Ronan McCann.

2025-12-31 2024-11-13 N Passi R Thompson R McCann P McCarthy J B O'Roarke A Young false false CCH Software iXBRL Review & Tag 2025.2 16077371 2024-11-13 2025-12-31 16077371 bus:Director1 2024-11-13 2025-12-31 16077371 bus:Director2 2024-11-13 2025-12-31 16077371 bus:Director3 2024-11-13 2025-12-31 16077371 bus:Director4 2024-11-13 2025-12-31 16077371 bus:Director5 2024-11-13 2025-12-31 16077371 bus:Director6 2024-11-13 2025-12-31 16077371 bus:RegisteredOffice 2024-11-13 2025-12-31 16077371 2025-12-31 16077371 core:RetainedEarningsAccumulatedLosses 2024-11-13 2025-12-31 16077371 core:CurrentFinancialInstruments 2025-12-31 16077371 core:Non-currentFinancialInstruments 2025-12-31 16077371 core:ShareCapital 2025-12-31 16077371 core:RetainedEarningsAccumulatedLosses 2025-12-31 16077371 core:ShareCapital 2024-11-13 2025-12-31 16077371 core:Subsidiary1 2024-11-13 2025-12-31 16077371 core:Subsidiary2 2024-11-13 2025-12-31 16077371 core:Subsidiary3 2024-11-13 2025-12-31 16077371 core:Subsidiary1 1 2024-11-13 2025-12-31 16077371 core:Subsidiary2 2 2024-11-13 2025-12-31 16077371 core:Subsidiary3 3 2024-11-13 2025-12-31 16077371 bus:PrivateLimitedCompanyLtd 2024-11-13 2025-12-31 16077371 bus:FRS101 2024-11-13 2025-12-31 16077371 bus:Audited 2024-11-13 2025-12-31 16077371 bus:FullAccounts 2024-11-13 2025-12-31 xbrli:pure xbrli:shares iso4217:GBP