|
Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
CONTENTS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Board of Directors is pleased to present the strategic report for HRKL TopCo Limited (the "Company") for the period ended 31 December 2025.
The Company was incorporated on 28 April 2025. Its principal activity during the period was to act as a holding company. The Company holds 100% of the ordinary shares in HRKL HoldCo Limited, through which it indirectly holds the operating subsidiaries of the HRKL wealth management group. The Company does not itself conduct regulated wealth management activities and has no employees other than its directors. The Company is a direct subsidiary of HRKL Seven2 Limited, which is also the ultimate parent and controlling company. The Company’s results are included in the consolidated financial statements of HRKL Seven2 Limited.
During the period, the Company was established as part of the acquisition and financing structure for the HRKL wealth management business. Its principal activities comprised receiving ordinary and preference share funding and investing the proceeds in its wholly owned subsidiary, HRKL HoldCo Limited.
As at 31 December 2025, the carrying value of the Company’s investment in HRKL HoldCo Limited was €135.3 million. The Directors assessed the recoverability of this investment by reference to the trading performance, financial position and future prospects of the underlying subsidiary group and concluded that no impairment was required at the reporting date. The Company recorded a loss for the period of €4.5 million. This principally comprised finance costs of €3.9 million relating to cumulative dividends on preference shares classified as financial liabilities and administrative expenses of €0.6 million, primarily comprising acquisition-related legal and professional fees. As a holding company, the Company did not generate operating revenue during the period. The Company’s future performance and financial position will primarily depend on the performance and value of its investment in HRKL HoldCo Limited and the wider underlying business. The Directors will continue to monitor the recoverability of the investment, the Company’s financing obligations and its access to sufficient liquidity and financial support.
The Company’s principal asset is its investment in HRKL HoldCo Limited. Accordingly, the Company is exposed to the risk that the financial performance, net asset position or future prospects of HRKL HoldCo Limited and its underlying subsidiaries may deteriorate, which could result in an impairment of the Company’s investment.
The Company is financed primarily through preference shares classified as financial liabilities. These instruments carry a fixed cumulative dividend of 10% per annum, which accrues and compounds, and are redeemable on a Liquidity Event at the option of the Company. The accumulation of these finance costs may adversely affect the Company’s net asset position over time. As a non-trading holding company, the Company is dependent on financial support and, ultimately, distributions or other returns from entities within the wider group to meet its obligations. In assessing going concern, the Directors considered the Company’s own financial position, group cash-flow forecasts covering a period of at least twelve months from the date of approval of the financial statements, and the availability of financial support from other group entities. The Directors regularly review the carrying value of the Company’s investment, its financing structure, liquidity position and ongoing obligations. Based on their current assessment, the Directors consider that the Company has access to adequate resources to continue in operation for the foreseeable future.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Given the Company’s nature as a non-trading holding company, operational measures such as assets under management, revenue, EBITDA and EBITDA margin are not considered appropriate stand-alone KPIs for the Company.
The Directors consider the following financial measures to be more relevant in assessing the Company’s financial position:
This report was approved by the board and signed on its behalf.
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
The directors who served during the period were:
T Simon was appointed as a director of the Company on 28 April 2025. C M A Barral, A Brandt and B M S Cleyet-Merle were appointed as directors on 15 September 2025. After the period end, on 15 January 2026, A Brandt and B M S Cleyet-Merle resigned as directors and S Watson was appointed as a director. On 19 June 2026 N C Shah was appointed as a director.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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.
The loss for the period, after taxation, amounted to €4,505,486.
Dividends on preference shares of €3,931,892 were accrued for at period end in accordance with the Company's articles of association. No ordinary dividends were declared or paid out during the period.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The auditors, Sopher + Co LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL TOPCO LTD
We have audited the financial statements of HRKL TOPCO LTD (the 'Company') for the period ended 31 December 2025, which comprise
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 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL TOPCO LTD (CONTINUED)
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial 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 set out on page 3, 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.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL TOPCO LTD (CONTINUED)
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the 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 and employment 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 judgments 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; and
∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HRKL TOPCO 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 directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Sopher + Co LLP
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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 on
The notes on pages 12 to 19 form part of these financial statements.
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
HRKL TopCo Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/O Cogency Global (UK) Limited, 6 Lloyds Avenue, Unit 4CL, London, United Kingdom, EC3N 3AX.
The Company was incorporated on 28 April 2025. The principal activity of the Company for the period was that of a holding company. The Company's functional and presentational currency is € Euro.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(ii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
HRKL TopCo Ltd is a direct subsidiary of HRKL Seven2 Ltd, which is also the Company's ultimate parent and controlling party. The results of HRKL TopCo Ltd are included in the consolidated financial statements of HRKL Seven2 Ltd which are available from its registered office at C/O Cogency Global (UK) Limited, 6 Lloyds Avenue, Unit 4CL, London, United Kingdom, EC3N 3AX.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors have prepared these financial statements on a going concern basis. In assessing going concern, the directors have reviewed the Company's own financial position, cash flow forecasts prepared by the wider group covering a period of at least twelve months from the date of approval of these financial statements, and the availability of financial support from other group entities.
The Company's preference share liability carries a fixed cumulative dividend which accrues and compounds but does not require cash settlement until redemption on a Liquidity Event, at the option of the Company. The directors have concluded that this obligation does not give rise to a near-term cash outflow requirement and therefore does not create a going concern risk within the period assessed. The directors have also considered the financial position and going concern status of the wider group, including parent's own assessment, and are satisfied that the Company will continue to have access to adequate resources. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.
The Company enters into basic financial instrument transactions. Basic financial instruments, including trade debtors, trade creditors, cash, loans to related parties and preference shares classified as financial liabilities (see note 2.10), are accounted for in accordance with FRS 102 Section 11.
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Preference shares are classified as financial liabilities where the substance of the contractual arrangement gives rise to an obligation to deliver cash, in accordance with FRS 102 Section 22. The Company's preference shares carry a fixed cumulative dividend, which accrues and compounds whether or not declared. The Company has no discretion to waive or extinguish this obligation, and it will ultimately fall due for payment on redemption or a Liquidity Event, subject to the Company having lawfully available reserves at the point of any interim payment. This unavoidable accrual of a cash obligation means the shares are classified as financial liabilities under Section 22.4. The shares are also redeemable in full on a Liquidity Event, at the option of the Company.
The preference shares meet the conditions for a basic financial instrument set out in FRS 102 paragraph 11.9. They are initially recognised at the fair value of consideration received, net of issue costs, and subsequently measured at amortised cost using the effective interest method in accordance with Section 11. The dividend is recognised as a finance cost in profit or loss over the life of the instrument, rather than as a distribution of equity. Recoverability of investment in subsidiary undertakings The Company holds an investment in HRKL HoldCo Ltd, carried at cost of €135,283,197, representing the majority of the Company's total assets. At each reporting date, the directors assess whether indicators of impairment exist, having regard to the trading performance, net asset position and future prospects of the underlying subsidiary group. This assessment requires judgment over the recoverable amount of the investment and the assumptions underlying any valuation model used. Based on this assessment, the directors concluded that no impairment was required at 31 December 2025. Classification and measurement of preference shares The directors exercised judgment in determining that the Company's preference shares meet the definition of a financial liability under FRS 102 Section 22.4, given the mandatory nature of the cumulative dividend and the absence of any discretion to avoid the obligation. Having classified the shares as a liability, the directors applied the effective interest method to measure the instrument at amortised cost. This required estimation of the expected timing of redemption and the resulting effective interest rate, both of which are sensitive to assumptions about the timing of a future Liquidity Event.
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 15
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
As at the year end, the Company had corporation tax losses of €9,625 representing a potential deferred tax asset totalling €2,407, in respect of unutilised trade losses. As it cannot be foreseen with any underlying certainty as to when this asset will be realised in the near future, it has not been recognised in the accounts.
Page 16
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 17
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 18
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
11.Share capital (continued)
On 12 September 2025, the Company allotted new shares. Before the allotment, share capital stood at €1, divided into 100 ordinary shares of €0.01 each. After the allotment, share capital stood at €1,360,968, divided into 6,804,837 ordinary shares of €0.01 each and 129,291,950 preference shares of €0.01 each.
Share premium account
Profit and loss account
The ultimate parent and controlling company is HRKL Seven2 Ltd, a company registered in England and Wales. HRKL Seven2 Ltd is the largest group in which the results of the Company are consolidated.
The consolidated financial statements of HRKL Seven2 Ltd are available from its registered office at C/O Cogency Global (UK) Limited, 6 Lloyds Avenue, Unit 4CL, London, United Kingdom, EC3N 3AX.
Page 19
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||