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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Director is pleased to present the strategic report for HRKL Seven2 Ltd and its subsidiaries (the "Group") for the period ended 31 December 2025.
The Group is a leading independent wealth management and financial advisory group focused on serving high net-worth individuals, family offices, entrepreneurs and institutional clients. Through its regulated subsidiaries, the Group provides a comprehensive range of services including investment / asset management, wealth management and family office solutions as well as related financial services. Revenue is generated primarily from recurring management, advisory and administration fees based on assets under management ("AuM") and assets under administration ("AuA"). In certain areas, the Group also earns transaction-related fees and performance-based revenues. As a result, a significant proportion of the Group's revenue is recurring in nature and linked to the size and development of its client asset base. The level of revenue is therefore influenced by net client inflows as well as developments in financial markets. The Group operates in Germany.
The Group was established in September 2025 following the acquisition by funds advised by Seven2 and, accordingly, the results for the year reflect only the period from acquisition to 31 December 2025.
HRKL GmbH & Co. KG, represented by its general partner, HRKL Komplementär GmbH, was incorporated on 26 February 2025 as the acquisition vehicle for the Group's German entities. On 16 September 2025, HRKL GmbH & Co. KG acquired HRK LUNIS AG and its wholly owned subsidiary WERTIQ GmbH. On the same day, HRK LUNIS AG acquired Grossbötzl, Schmitz & Partner Vermögensverwaltersozietät GmbH. HRKL GmbH & Co. KG serves as the German Group's holding company and is intended to become the central service provider for all German Group subsidiaries. HRK LUNIS AG is the Group's principal operating entity and generated the majority of the Group's revenues during the period. As at 31 December 2025, the company managed AuM/AuA of €6,102m. WERTIQ acts as the Group's family office platform and had AuA of €1,247m as at 31 December 2025. Grossbötzl, Schmitz & Partner Vermögensverwaltersozietät GmbH had AuM/AuA of €791m as at 31 December 2025. Following the change in ownership, management focused on the integration and development of the Group, including the enhancement of reporting and governance structures, the strengthening of the operational platform and the continued development of assets under management and administration. During the period, the Group focused on delivering sustainable growth, strengthening client relationships, developing assets under management and administration, and maintaining a disciplined approach to capital allocation and financial management. The Group remains committed to its strategy of combining organic growth with selective acquisitions. Looking ahead, the Director remains confident in the Group's long-term prospects. The wealth management sector continues to benefit from favourable structural trends, including growing demand for independent financial advice, increasing complexity of investment markets and an ageing population seeking professional wealth planning services.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Group operates in the wealth management sector and is exposed to a range of risks and uncertainties that may affect its financial performance, financial position and future development. The Director continuously monitors the Group’s risk profile and considers risk management to be an integral part of the Group’s governance framework.
The Group's financial performance is influenced by developments in financial markets. Adverse market movements may reduce assets under management and administration and consequently impact fee income and profitability. Management continuously monitors market developments and maintains a diversified business model with a significant proportion of recurring revenues. The Group is also exposed to broader macroeconomic and geopolitical developments which may affect investor confidence, capital markets and client activity. In addition, the Group operates in a highly regulated environment and is subject to evolving legal, regulatory and sustainability-related requirements. Compliance processes and governance structures are maintained to manage these risks. The continued ability to attract, retain and develop qualified employees is important to the Group's long-term success. Competition for experienced professionals within the financial services industry remains significant and may impact future growth if not appropriately managed. The Director regularly reviews the Group's risk profile and is satisfied that appropriate systems and controls are in place to identify, monitor and manage the principal risks facing the business. Based on the current assessment, the Director do not consider any of the identified risks to threaten the Group's ability to continue as a going concern.
The Group monitors a range of financial key performance indicators (“KPIs”) to assess its operational and financial performance. Management believes that Assets under Management (“AuM”) and Assets under Administration (“AuA”), revenue, EBITDA, EBITDA margin and the Total Net Leverage Ratio (as defined in the Group’s senior financing agreement) provide meaningful measures of the Group’s ability to generate sustainable earnings and cash flows while maintaining a strong financial position.
As the Group in its current form was only established in September 2025 following the acquisition by funds advised by Seven2, no comparative prior-year figures are presented. The reported revenue and EBITDA only reflect the period from the date of acquisition to 31 December 2025 and therefore do not represent a full financial year. Consequently, these measures are not directly comparable to the results that would be expected for a full financial year.
This report was approved by the board and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director presents his report and the financial statements for the period ended 31 December 2025.
The director who served during the period was:
The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
•prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation and non controlling interests, amounted to €4,762,268.
There have been no significant events affecting the Group since the year end.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Sopher + Co LLP were appointed auditors after the year end on 16 February 2026.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL SEVEN2 LTD
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's loss 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's 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 Group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL SEVEN2 LTD (CONTINUED)
The director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's 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 Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL SEVEN2 LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with director and other management, and from our commercial knowledge and experience of the wealth management sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the Company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL SEVEN2 LTD (CONTINUED)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Sopher + Co LLP
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 36 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 36 form part of these financial statements.
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