ACCOUNTS - Final Accounts preparation

Exceptional administrative expenses

Year
ended
31
December

Period
ended

31 December

Registered number: 15314861

HAMSARD 3743 LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


HAMSARD 3743 LIMITED

COMPANY INFORMATION

Directors	J McLaughlin
	F A Stratford


Registered number	15314861


Registered office	The Linen House
	253 Kilburn Lane
	London
	England
	W10 4BQ


Independent auditor	Grant Thornton UK LLP
	Chartered Accountants & Statutory Auditor
	Landmark St Peter's Square
	1 Oxford Street
	Manchester
	M1 4PB


HAMSARD 3743 LIMITED

CONTENTS

	Page
Strategic Report	1 - 3
Directors' Report	4 - 6
Independent Auditor's Report	7 - 11
Statement of Comprehensive Income	12
Statement of Financial Position	13
Statement of Changes in Equity	14
Notes to the Financial Statements	15 - 27


HAMSARD 3743 LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Strategic Report for Hamsard 3743 Limited for the year ended 31 December 2025.

Principal activities

The company is an intermediate holding company. Its principal activity is holding an investment in Project Global Topco Limited and its subsidiaries, which together comprise The Appointment Group (“TAG”). The company also acts as a financing entity within the group, holding intercompany receivables.

TAG is a global travel and event management group providing specialist services to the entertainment & media, corporate and events markets across the UK, USA, the Middle East and Australasia. The group operates through the following core divisions:

∙Touring: Global travel management services for music tours, supporting artists ranging from emerging acts to established major artists and bands.

∙Corporate: High-touch travel services delivered to corporate clients including private equity, hedge funds, management consulting, banking and financial services, and senior executive personnel.

∙Events: End-to-end event organisation including conferences, product launches, incentive travel and bespoke events for corporate and private clients.

∙Private Travel: Luxury travel and concierge services delivering bespoke itineraries for high net-worth individuals, celebrities and VIPs.

∙Production: Specialist travel and logistics management for film and television productions and independent studios.

Business review

For the year ended 31 December 2025, the company recorded a loss after tax of £37.4 million (FY24: £11.7 million). The loss comprises a non-cash impairment charge of £37.4 million recognised against the company's investment in Hamsard 3744 Limited (note 10), together with administrative expenses of £17,000 incurred in the company's role as a holding and financing entity. Interest receivable on amounts owed by group undertakings was equal to interest payable on amounts owed to group undertakings, and the company therefore incurred no net finance cost in the year.

The impairment reduced the carrying value of the company's investment in Hamsard 3744 Limited to £61.0 million at 31 December 2025 (2024: £98.5 million) and the company's net assets to £61.0 million (2024: £98.5 million). The company's other principal balances are amounts owed by group undertakings of £11.1 million (2024: £10.0 million) and amounts owed to group undertakings of £11.2 million (2024: £10.0 million), which arise from the onward lending within the group of external acquisition finance raised elsewhere in the Hamsard 3840 Limited group.

The company does not trade in its own right and has no employees. Its financial performance is principally dependent on:

∙the carrying value and recoverability of its investment in subsidiaries;

∙the recoverability of intercompany receivables; and

∙the cost of external and intra-group borrowings.

Page 1


HAMSARD 3743 LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The company’s principal risks arise from its role as an acquisition and financing vehicle within the group. It does not trade or employ staff, and its risks are managed within the wider group governance framework. The company’s performance is therefore influenced by the broader risks faced by the group, including the following:

Economic and market risk: Group performance is influenced by global economic conditions, competitive pressures and exposure to key suppliers. Continued investment in systems, technology and client service supports resilience to inflationary pressures, interest rate volatility and geopolitical uncertainty.

Financial risk: The company is exposed to the recoverability of its investment in subsidiaries and intercompany receivables, together with its downstream funding exposure arising from acquisition financing. Changes in these values could impact reported results and net assets, as evidenced by the impairment charge recognised in the current year (note 10).

Currency risk: The group operates internationally and is exposed to foreign exchange movements. Natural and contracted hedging arrangements are used at group level to mitigate this exposure. The company is indirectly exposed through its foreign-currency denominated investments, borrowings and intercompany balances.

Credit risk: At group level, credit risk relates primarily to trade debtors and is managed through credit limits, payment terms and ongoing monitoring. The company is exposed to the risk that amounts due from group undertakings may not be fully recoverable.

Liquidity risk: Maintaining adequate liquidity and access to banking facilities is critical. The company relies on upstream funding and intercompany arrangements to meet interest and administrative obligations. Borrowings are subject to financial covenants, which are monitored as part of group-wide liquidity management.

Regulatory risk: The group operates in a regulated environment. Non-compliance could adversely affect operations and reputation. Regulatory requirements are monitored with the support of external advisers.

Cyber risk: The group is exposed to cyber risks including data breaches and system disruption. Mitigation measures include PCI compliance, multi-factor authentication and ongoing staff training.

Further detail on the group’s risk management framework is provided in the consolidated financial statements of Hamsard 3840 Limited.

Key performance indicators (KPIs)

As an intermediate holding company, the company does not report any key performance indicators. The performance of the wider group, including its trading subsidiaries, is disclosed in the consolidated financial statements of the ultimate parent undertaking, Hamsard 3840 Limited, which are available at its registered office: The Linen House, 253 Kilburn Lane, London, W10 4BQ.

Future developments

The company will continue to hold its investment in Hamsard 3744 and to provide funding to group entities through intercompany arrangements. The long-term outlook for the markets served by the group remains positive, which supports the carrying value of the company’s investment and the recoverability of its intercompany receivables; the group’s markets and prospects are described in the consolidated financial statements of Hamsard 3840 Limited.

The impairment charge recognised in the current year is non-cash in nature. In a normal operating year, the company’s results are expected to reflect recurring financing costs and administrative expenses. The directors will continue to monitor subsidiary performance and the recoverability of intercompany receivables.

Page 2


HAMSARD 3743 LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Section 172 statement

In accordance with section 172 of the Companies Act 2006, the directors have acted in good faith to promote the success of the company for the benefit of its members as a whole. In doing so, they have had regard to:

∙the likely long-term consequences of decisions;

∙the interests of employees (where applicable);

∙relationships with suppliers, customers and other stakeholders;

∙the impact of operations on the community and environment;

∙the need to maintain a reputation for high standards of business conduct; and

∙the need to act fairly between members.

Decision making. The board meets regularly to review financial performance, funding arrangements and subsidiary performance against budget and strategic objectives. During the year, the board approved a number of value-creation and cost-management initiatives designed to support long-term operational and financial performance at group level. An annual budget and strategic plan are prepared prior to the start of each financial year.

Employees. The company has no employees. Employee-related matters are managed at the level of the group’s trading subsidiaries.

Fostering business relationships. The company’s principal relationships are with other group entities. These relationships are governed through intercompany agreements and overseen by the board as part of the group’s governance framework.

Impact on community and environment. The company has no direct operations. Group-wide environmental, social and governance policies apply to its subsidiaries.
Reputation and conduct. The directors are committed to maintaining high standards of governance, compliance and financial reporting.

Acting fairly between members. The directors seek to act fairly and in the best interests of all shareholders in their decision-making.

This report was approved by the board and signed on its behalf.

J McLaughlin

Director

Date: 4 September 2026

Page 3


HAMSARD 3743 LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements of Hamsard 3743 Limited (the "company") for the year ended 31 December 2025.

Principal activity

The principal activity of the company is that of an intermediate holding company. The company does not trade and derives its results primarily from its investments in subsidiary undertakings.

Results and dividends

The loss for the year, after taxation, amounted to £37,428k (2024: £11,678k). The loss principally reflects the impairment charge of £37.4 million recognised against the company’s investment in subsidiaries (note 10).

The directors did not recommend the payment of a dividend for the year (2024: £Nil).

Directors

The directors who served during the year, and up to the date of signing this report, were:

J McLaughlin (appointed 14 July 2025)

S Hughes (resigned 14 July 2025)

J L Penny (resigned 30 January 2026)

F A Stratford was appointed as director after the year end on 30 April 2026.

Directors' Responsibilities Statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 enable him 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.

Page 4

HAMSARD 3743 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' indemnities

Qualifying third-party indemnity provisions were in force for the benefit of the directors during the year and remain in force at the date of approval of this report, in accordance with section 234 of the Companies Act 2006.

Share capital

There were no changes to the company’s share capital during the year.

Employee engagement

The company has no employees. Employee engagement matters relevant to the wider group are managed at the level of TAG’s trading subsidiaries

In accordance with section 172 of the Companies Act 2006, the directors have acted in good faith to promote the success of the company for the benefit of its members as a whole, having regard to the long-term consequences of decisions, the interests of stakeholders, and the need to maintain a reputation for high standards of business conduct.

Engagement with suppliers, customers and others

The company is an intermediate holding company and does not have direct trading operations. Engagement with suppliers, customers, employees and other stakeholders is undertaken primarily through its subsidiary undertakings, including Project Global Topco Limited and its trading subsidiaries.

Going concern

The financial statements of Hamsard 3743 Limited have been prepared on a going concern basis in accordance with FRS 102, issued by the Financial Reporting Council.

The company was incorporated as an intermediate holding company to acquire Project Global Topco Limited and its subsidiaries, collectively forming The Appointment Group (“TAG”). The acquisition was completed on 22 April 2024. The company’s immediate parent is Hamsard 3742 Limited. The company’s results are consolidated in the financial statements of Hamsard 3840 Limited, whose immediate controlling party is ECI 12 LP and ultimate controlling party is ECI Partners LLP.

Following the acquisition, the group refinanced its senior debt facilities, which mature in 2031. The group’s financing arrangements and working capital are managed centrally, and the directors have considered the consolidated financial position, cash flows and liquidity of the group when assessing going concern.

The directors have reviewed detailed consolidated forecasts covering a period to 30 September 2027. These forecasts reflect current trading performance, strategic plans and reasonably possible changes in market conditions. Sensitivity analyses and stress testing have been performed, including consideration of potential adverse movements in revenue, margins and costs.

The directors have also considered the availability of mitigating actions within the group, including cost management, liquidity headroom and access to funding facilities. The impairment charge of £37.4m recognised in the year (note 10) is a non-cash item. In addition, Hamsard 3840 Limited has provided a letter of support, confirming that it will provide sufficient financial support to enable the company to meet its liabilities as they fall due.

Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Page 5

HAMSARD 3743 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions and energy usage

The company is entitled to, and has taken, the exemption available to subsidiary undertakings from disclosing information in respect of greenhouse gas emissions and energy consumption, as this information is included in the consolidated financial statements of Hamsard 3840 Limited.

Matters covered in the Strategic Report

In accordance with section 414C of the Companies Act 2006, information relating to principal risks and uncertainties, business relationships and section 172 considerations has been included in the Strategic Report and is not duplicated here.

Subsequent events

There have been no significant events affecting the company since the year end.

Disclosure of information to auditor

The directors confirm that:

∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and

∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

The auditor, Grant Thornton UK LLP, continues in office as auditor and will be deemed reappointed in accordance with section 487 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

J McLaughlin

Director

Date: 4 September 2026

Page 6

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3743 LIMITED

Opinion

We have audited the financial statements of Hamsard 3743 Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 loss for the year then ended;

∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙the financial statements 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

We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the ongoing conflict in the Middle East, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

Page 7

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3743 LIMITED (CONTINUED)

Conclusions relating to going concern (continued)

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 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 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 the audit:

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Page 8

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3743 LIMITED (CONTINUED)

Matter on which we are required to report under the Companies Act 2006

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.

Matters on which we are required to report by exception

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' Responsibilities Statement set out on page 4, 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 9

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3743 LIMITED (CONTINUED)

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

∙We obtained an understanding of the legal and regulatory frameworks applicable to the company and the industry in which it operates. We determined that the most significant laws and regulations impacting the entity and its indirect subsidiaries are: Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The group is also subject to a number of regulations due to ownership of trade associations such as IATA, ABTA and AFTA;

∙We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal and compliance procedures. We corroborated our inquiries through review of board minutes;

∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the group audit engagement team included:

−Evaluation of the processes and controls established to address the risks relating to irregularities and fraud;

−Making inquiries, in respect of fraud, to those outside the finance team, including key management and the board;

−Challenging assumptions and judgments made by management in the company’s significant accounting estimates;

−Identifying and testing unusual journal entries and related party transactions.

∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

∙The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's knowledge of the industry in which the company operates, and the understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation;

∙The engagement team's discussions in respect of potential non-compliance with laws and regulations and fraud included the risk of fraud in revenue recognition.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3743 LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements (continued)

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 Auditor's Report.

Use of our report

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

Stuart Muskett BA ACA

Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Manchester

4 September 2026

Page 11


HAMSARD 3743 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	Year ended 31 December	Period ended 31 December
	2025	2024
Note	£000	£000


Administrative expenses		(17)	(3)
Exceptional administrative expenses	4	(37,411)	(11,675)
Operating loss		(37,428)	(11,678)
Interest receivable and similar income	7	1,195	755
Interest payable and similar expenses	8	(1,195)	(755)
Loss before tax		(37,428)	(11,678)
Tax on loss	9	-	-
Loss for the financial year		(37,428)	(11,678)

There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.

There was no other comprehensive income for 2025 (2024: £Nil).

The notes on pages 15 to 27 form part of these financial statements.

Page 12


HAMSARD 3743 LIMITED REGISTERED NUMBER:15314861

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Investments	10		61,045		98,456
Current assets
Debtors: amounts falling due within one year	11	11,136		9,955
Creditors: amounts falling due within one year	12	(11,156)		(9,958)
Net current liabilities			(20)		(3)
Total assets less current liabilities			61,025		98,453
Net assets			61,025		98,453

Capital and reserves
Called up share capital	14	-	-
Share premium account	15	110,131	110,131
Profit and loss account	15	(49,106)	(11,678)
Total equity		61,025	98,453

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J McLaughlin

Director

Date: 4 September 2026

The notes on pages 15 to 27 form part of these financial statements.

Page 13


HAMSARD 3743 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
Comprehensive loss for the period
Loss for the period	-	-	(11,678)	(11,678)
Contributions by and distributions to owners
Shares issued during the period	-	110,131	-	110,131
Total transactions with owners	-	110,131	-	110,131

At 1 January 2025	-	110,131	(11,678)	98,453
Comprehensive loss for the year
Loss for the year	-	-	(37,428)	(37,428)
At 31 December 2025	-	110,131	(49,106)	61,025

The notes on pages 15 to 27 form part of these financial statements.

Page 14


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Hamsard 3743 Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 15314861, and its registered head office is located at The Linen House, 253 Kilburn Lane, London, England, W10 4BQ. The financial statements represent the year ended 31 December 2025.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 company's functional and presentation currency is Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise stated.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); and

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Hamsard 3840 Limited as at 31 December 2025 and these financial statements may be obtained online from Companies House.

2.3

Exemption from preparing consolidated financial statements

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. Information on the company and its subsidiaries are included in the consolidated financial statements of Hamsard 3840 Limited as at 31 December 2025 and these financial statements may be obtained online from Companies House.

Page 15


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.6

Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the period in which they are incurred.

2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

Page 16


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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

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

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

2.9

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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.

2.10

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

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HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

Estimates

Impairment of fixed asset investments

The company prepares a discounted cashflow forecast to assess the future earnings of the assets acquired to determine whether an impairment loss is required. The discounted cashflow is discounted by a weighted average cost of capital (WACC) to estimate the value in use of the relevant cash-generating units (CGUs). An impairment charge of £37.4 million has been recognised in the year (2024: £11.7 million) (note 4 and 10).

No other significant estimates are considered to have a material impact on the financial statements.

Judgements

In the process of preparing the financial statements, no significant judgements were applied.

Impairment of investment (see note 10)

37,411

11,675

Exceptional items relate to the impairment of the company’s investment in subsidiaries (note 10).

Page 19


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the company's auditor and its associates for the audit of the company's financial statements

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

Employees

The company has no employees other than the directors, who did not receive any remuneration (2024: Nil).

The directors received no remuneration directly from the company during the year (2024: £Nil). Directors' remuneration was borne by other undertakings within the Hamsard 3840 Limited group. The directors do not believe it is practicable to apportion these amounts between their services as directors of the company and as directors of other group companies.

Interest receivable on amounts owed by group undertakings

1,195

755

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HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Interest payable on amounts owed to group undertakings

1,195

755


	Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Tax on loss	-	-

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HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.Taxation (continued)

Loss on ordinary activities before tax

(37,428)

(11,678)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	(9,357)	(2,920)
Effects of:
Expenses not deductible for tax purposes, including impairment	9,353	2,920
Effect of group relief and other reliefs	4	-
Total tax charge for the year/period	-	-

Factors that may affect future tax charges

No deferred tax asset has been recognised in respect of certain tax losses, loan relationship deficits and interest restricted under the corporate interest restriction rules, as future recovery of the associated tax benefits is not considered sufficiently certain.

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HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Fixed asset investments

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2025	110,131
	At 31 December 2025	110,131
	Impairment
	At 1 January 2025	11,675
	Charge for the period	37,411
	At 31 December 2025	49,086
	Net book value
	At 31 December 2025	61,045
	At 31 December 2024	98,456

During the year the company recognised an impairment charge of £37.4 million (period ended 31 December 2024: £11.7 million) against the carrying value of its investment in Hamsard 3744 Limited, an intermediary holding company of The Appointment Group ("TAG"). The charge is included within exceptional administrative expenses in the Statement of Comprehensive Income (note 4).

In accordance with Section 27 of FRS 102, the directors assessed the company's investment in subsidiaries and related intercompany receivables for indicators of impairment at the reporting date. The recoverable amount of the investment was determined by reference to its value in use, based on discounted cash flow projections for the underlying TAG business.

The impairment arose because the recoverable amount of the investment was lower than its carrying value, reflecting trading performance during the year and a reassessment of forecast cash flows and related assumptions of the underlying business. As a result, the investment was written down to its recoverable amount of £61.0 million.

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HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Principal activity	Class of shares	Holding

The Appointment Group (UK) Limited	Travel Agent	Ordinary	100%
Leisure By Appointment Limited	Travel Agent	Ordinary	100%
The Appointment Group LLC	Travel Agent	Ordinary	100%
The Appointment Group (Australia) Pty Limited	Travel Agent	Ordinary	100%
The Appointment Group Pte Limited	Travel Agent	Ordinary	100%
The Appointment Group (NZ) Limited	Travel Agent	Ordinary	100%
The Appointment Group for Travel and Tourism	Travel Agent	Ordinary	100%
Sound Travels Limited	Travel Agent	Ordinary	100%
Hamsard 3744 Limited*	Holding company	Ordinary	100%
Project Global Topco Limited	Holding company	Ordinary	100%
Project Global Bidco Limited	Holding company	Ordinary	100%
The Appointment Group Limited	Holding company	Ordinary	100%
Events by Appointment Limited	Dormant	Ordinary	100%
Music By Appointment Limited	Dormant	Ordinary	100%
ET Travel Limited	Dormant	Ordinary	100%
The Ultimate Event Company Limited	Dormant	Ordinary	100%
Travel By Appointment Limited	Dormant	Ordinary	100%

*Only Hamsard 3744 is held directly.

The registered office and country of incorporation of The Appointment Group (UK) Limited, Events By Appointment Limited, Leisure By Appointment Limited, Music By Appointment Limited, ET Travel Limited, The Ultimate Event Company Limited, Travel By Appointment Limited, Hamsard 3744 Limited, Project Global Topco Limited, Project Global Bidco Limited and The Appointment Group Limited is The Linen House, 253 Kilburn Lane, London, W10 4BQ. England and Wales.

The registered office and country of incorporation of The Appointment Group LLC is 135 West 26th Street, Suite 11A & 11B New York NY10001, United States of America.

The registered office and country of incorporation of The Appointment Group (Australia) Pty Limited is 191-193 Cleveland Street. Redfern, NSW 2016, Australia.

The registered office and country of incorporation of The Appointment Group Pte Limited is 333 North Bridge Road 08-00 KH Kea Building Singapore (188721), Singapore.

The registered office and country of incorporation of The Appointment Group (NZ) Limited is Level 4. 123 Victoria Street, Christchurch Central, 8013, New Zealand.

The registered office and country of incorporation of The Appointment Group for Travel and Tourism is Building No. 2886. Northern Ring Rd, Al Aqeeq District. 6332, Riyadh, 13511, Kingdom of Saudi Arabia.

The registered office and country of incorporation of Sound Travels Limited is 642 Great South Road. Ellerslie, Auckland 1051, New Zealand.

Page 24


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Debtors: amounts falling due within one year

					31 December 2025	31 December 2024
					£000	£000

	Loans owed by group undertakings	11,136	9,955

The company has an intercompany loan receivable of £9,200k from its immediate subsidiary, Hamsard 3744 Limited, plus £1,936k in respect of accrued interest. Amounts owed by group undertakings are unsecured, repayable on demand, and accrue interest at an effective rate of 12% per annum.

12.	Creditors: amounts falling due within one year
		31 December 2025	31 December 2024
		£000	£000

Loans owed to group undertakings (note 13)	11,150	9,955
Accruals	6	3
	11,156	9,958

Amounts falling due within one year
Loans from group undertakings	11,150	9,955

The company issued an unsecured loan note of £9.2 million, maturing on 30 April 2031. The loans notes accrue interest at a rate of 12% per annum and the interest will be payable on 31 October 2031. The balances presented in H3743 represent intercompany funding arrangements between H3743 and H3742.

Page 25


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Share capital
		31 December 2025	31 December 2024
		£	£

Allotted, called up and fully paid

103 (2024: 103) Ordinary shares of £0.01 each	1	1

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

15.

Reserves

The company's capital and reserves are as follows:

Share premium account

Includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

Includes all current and prior periods retained profits and losses.

16.	Contingent liabilities

The company is party to guarantees in respect of the external borrowings of the Hamsard 3840 Limited group. At 31 December 2025, the aggregate principal amount of borrowings subject to guarantee was £75.5 million (2024: £74.4 million).

17.	Related party transactions
	The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.

18.	Subsequent events

There have been no significant events affecting the company since the year end.

Page 26


HAMSARD 3743 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Controlling party

The immediate parent undertaking of the company is Hamsard 3742 Limited (registered number 15314826).

The smallest and largest group into which the financial statements of the company are consolidated is that headed by Hamsard 3840 Limited (registered number 15314772), whose registered office is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ. Copies of the consolidated financial statements of Hamsard 3840 Limited may be obtained from Companies House.

The company’s ultimate controlling party was ECI Partners LLP as at 31 December 2025.

Page 27