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

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

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

The company forms part of the group’s intermediate holding structure and holds investments in subsidiary undertakings.

The wider subgroup includes:

• HF Topco Limited

• HF Bidco Limited

• HF Holdco 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 group’s long term financing structure includes loan notes and external bank debt as part of the wider acquisition and funding arrangements of the group.

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

The group’s debt facilities with HSBC and Investec include financial covenants linked to adjusted net leverage. Compliance with these covenants is monitored regularly.

The board 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 board as part of its ongoing review of the group’s performance and forecasts.

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.

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

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.

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

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.

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

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

The 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.

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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of HF Midco 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' report 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.

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.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

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

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

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

• Reviewing minutes of meetings of those charged with governance;

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

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

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

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

Use of our report

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

HF Midco 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.

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.

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, except for the revaluation of . 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 key management personnel compensation;

• 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;

• a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;

• comparative narrative information, 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 Midco Limited is a wholly owned subsidiary of HF Topco Limited and the results of HF Midco 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.

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.

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.

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.

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.

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 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.

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

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 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.

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.

The company 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 directors 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 group.

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

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

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.

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

Registered office addresses:

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

Loan notes comprise principal balances of £60.4m together with accrued interest of £5.6m. 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 £22.6m together with accrued interest of £2.1m. 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 company 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 group. The balances are therefore considered to form part of the group’s long term funding structure and are presented as non-current.

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

Loan notes comprise principal balances of £60.4m together with accrued interest of £5.6m. 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 company 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 £22.6m together with accrued interest of £2.1m. 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 company 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 company with such a right, and therefore the balances are presented as current liabilities.

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.

Retained earnings represent the cumulative profits and losses of the company.

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

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

The 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.