Caseware UK (AP4) 2024.0.164 2024.0.164 2025-12-312025-12-31During the year the company recognised an impairment charge of £29.2 million (period ended 31 December 2024: £0.6 million) against the carrying value of its investment in Project Global Topco Limited, the holding company of The Appointment Group Limited (“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 the forecast cash flows and related assumptions of the underlying business. As a result, the investment was written down to its recoverable amount of £82.3 million. No impairment was recognised against the related intercompany receivables, which the directors consider to be recoverable. The company’s investments and intercompany receivables are stated at cost less any accumulated impairment losses. The directors regularly assess these balances for indicators of impairment and update carrying amounts accordingly. Additions in the year of £890k represent additional investment in Project Global Topco Limited in connection with the recapitalisation of the group's Australian operations, funded through intercompany arrangements rather than in cash. *Only Project Global Topco Limited is held directly. The registered office and country of incorporation of Project Global Topco Limited, Project Global Bidco Limited, The Appointment Group Limited, 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 and Travel By Appointment 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.2026-04-30Hamsard 3840 LimitedtruetruetruetruefalsetrueThe Linen House, 253 Kilburn Lane, London, England, W10 4BQ2025-01-01holding company02falsefalse 15314883 2025-01-01 2025-12-31 15314883 2023-11-28 2024-12-31 15314883 2025-12-31 15314883 2024-12-31 15314883 2023-11-28 15314883 1 2025-01-01 2025-12-31 15314883 1 2023-11-28 2024-12-31 15314883 2 2025-01-01 2025-12-31 15314883 3 2025-01-01 2025-12-31 15314883 3 2023-11-28 2024-12-31 15314883 1 2025-01-01 2025-12-31 15314883 d:Exceptional 2025-01-01 2025-12-31 15314883 d:Exceptional 2023-11-28 2024-12-31 15314883 d:ExplicitlyIdentifiedAsNon-exceptional 2025-01-01 2025-12-31 15314883 d:ExplicitlyIdentifiedAsNon-exceptional 2023-11-28 2024-12-31 15314883 e:Director1 2025-01-01 2025-12-31 15314883 e:Director1 2025-12-31 15314883 e:Director2 2025-01-01 2025-12-31 15314883 e:Director2 2025-12-31 15314883 e:Director3 2025-01-01 2025-12-31 15314883 e:Director3 2025-12-31 15314883 e:Director4 2025-01-01 2025-12-31 15314883 e:Director4 2025-12-31 15314883 e:RegisteredOffice 2025-01-01 2025-12-31 15314883 d:CurrentFinancialInstruments 2025-12-31 15314883 d:CurrentFinancialInstruments 2024-12-31 15314883 d:Non-currentFinancialInstruments 2025-12-31 15314883 d:Non-currentFinancialInstruments 2024-12-31 15314883 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 15314883 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 15314883 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2025-12-31 15314883 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2024-12-31 15314883 d:ShareCapital 2025-12-31 15314883 d:ShareCapital 2023-11-28 2024-12-31 15314883 d:ShareCapital 2024-12-31 15314883 d:ShareCapital 2023-11-28 15314883 d:SharePremium 2025-01-01 2025-12-31 15314883 d:SharePremium 2025-12-31 15314883 d:SharePremium 2023-11-28 2024-12-31 15314883 d:SharePremium 2024-12-31 15314883 d:SharePremium 2023-11-28 15314883 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 15314883 d:RetainedEarningsAccumulatedLosses 2025-12-31 15314883 d:RetainedEarningsAccumulatedLosses 2023-11-28 2024-12-31 15314883 d:RetainedEarningsAccumulatedLosses 2024-12-31 15314883 d:RetainedEarningsAccumulatedLosses 2023-11-28 15314883 e:OrdinaryShareClass1 2025-01-01 2025-12-31 15314883 e:OrdinaryShareClass1 2025-12-31 15314883 e:OrdinaryShareClass1 2024-12-31 15314883 e:FRS102 2025-01-01 2025-12-31 15314883 e:Audited 2025-01-01 2025-12-31 15314883 e:FullAccounts 2025-01-01 2025-12-31 15314883 e:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 15314883 d:Subsidiary1 2025-01-01 2025-12-31 15314883 d:Subsidiary1 1 2025-01-01 2025-12-31 15314883 4 2025-01-01 2025-12-31 15314883 6 2025-01-01 2025-12-31 15314883 f:PoundSterling 2025-01-01 2025-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 15314883









HAMSARD 3744 LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
HAMSARD 3744 LIMITED
 
 
COMPANY INFORMATION


Directors
J McLaughlin 
F A Stratford 




Registered number
15314883



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 3744 LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditor's Report
 
8 - 12
Statement of Comprehensive Income
 
13
Statement of Financial Position
 
14
Statement of Changes in Equity
 
15
Notes to the Financial Statements
 
16 - 29


 
HAMSARD 3744 LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their Strategic Report for Hamsard 3744 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 and external borrowings.

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 £38.2 million (FY24: £10.2 million), comprising a non-cash impairment charge of £29.2 million recognised against the company's investment in Project Global Topco Limited and its subsidiaries (note 10), net finance costs of £8.4 million and administrative and other exceptional costs of £0.6 million incurred in the company's role as a holding and financing entity. Net finance costs comprise interest payable of £10.8 million, partly offset by a foreign exchange gain of £2.3 million recognised within interest receivable and similar income on re-translation of the company's foreign currency borrowings, principally its US Dollar-denominated term loan, at the closing rate.

The impairment reduced the carrying value of the company's investment in Project Global Topco Limited to £82.3 million at 31 December 2025
 (2024: £110.6 million) and the company's net assets to £61.7 million (2024: £100.0million). The company's other principal balances are amounts owed by group undertakings of £79.6 million (2024: £79.9 million) and bank loans of £75.5 million (2024: £72.4 million), of which £74.0 million falls due after more than one year.
 
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 3744 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

The company will continue to hold its investment in Project Global Topco Limited 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 and other exceptional items recognised in the current year are non-cash. 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.

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, Kilburn Lane, London, W10 4BQ and available online at Companies House.

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 company is directly exposed to movements in the US Dollar to Sterling exchange rate through its US Dollar-denominated borrowings, retranslation of which gives rise to exchange gains or losses in profit or loss. The translation exposure is not hedged and is economically supported by the US Dollar earnings of the group's overseas operations. The company is also indirectly exposed through the carrying value of its investment in subsidiaries and its intercompany balances. Currency exposures are monitored as part of the group's treasury management framework.

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.
Page 2

 
HAMSARD 3744 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties (continued)
 
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.

S172 reporting disclosure
 
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.
Page 3

 
HAMSARD 3744 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


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





J McLaughlin
Director

Date: 4 September 2026

Page 4

 
HAMSARD 3744 LIMITED
 
 
DIRECTOR'S REPORT 
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements of Hamsard 3744 Limited (the “company”) for the year ended 31 December 2025.

Principal activities

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 £38.2 million (2024: £10.2 million), comprising a non-cash impairment charge of £29.2 million recognised against the company’s investment in subsidiaries (note 10) net finance costs of £8.4 million and administrative and other exceptional costs of £0.6 million. 
 
The directors do 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. 

Director's 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; and

∙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 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.

Page 5

 
HAMSARD 3744 LIMITED
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Qualifying third party indemnity provisions

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.

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.

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.

Going concern

The financial statements of Hamsard 3744 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 3743 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 £29.2m 
(2024: £0.6m) 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 6

 
HAMSARD 3744 LIMITED
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

The company’s strategy and outlook is in line with its subsidiaries and can be found within The Appointment Group Limited financial statements which are publicly available on Companies House.

Greenhouse gas emissions, energy consumption and energy efficiency action

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.

This information is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

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 7

 

 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 LIMITED

Opinion


We have audited the financial statements of Hamsard 3744 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 8


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 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 and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. 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 9


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 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 Director's Responsibilities Statement set out on page 5, 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 10


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 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 11


 
img3ba0.png
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 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
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Manchester

4 September 2026
Page 12

 
HAMSARD 3744 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
  
(227)
(135)

Exceptional administrative expenses
 4 
(29,583)
(2,508)

Operating loss
  
(29,810)
(2,643)

Interest receivable and similar income
 7 
2,334
-

Interest payable and similar expenses
 8 
(10,751)
(7,528)

Loss before tax
  
(38,227)
(10,171)

Tax on loss
 9 
-
-

Loss for the financial year/period
  
(38,227)
(10,171)

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 16 to 29 form part of these financial statements.

Page 13

 
HAMSARD 3744 LIMITED
REGISTERED NUMBER:15314883

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£000
£000

Fixed assets
  

Investments
 10 
82,284
110,576

 
Current assets
  

Debtors: amounts falling due within one year
 11 
81,620
81,768

Cash at bank and in hand
  
29
139

  
81,649
81,907

Creditors: amounts falling due within one year
 12 
(28,232)
(21,653)

Net current assets
  
 
 
53,417
 
 
60,254

Total assets less current liabilities
  
135,701
170,830

Creditors: amounts falling due after more than one year
 13 
(73,968)
(70,870)

Net assets
  
61,733
99,960


Capital and reserves
  

Called up share capital 
 16 
-
-

Share premium account
 17 
110,131
110,131

Profit and loss account
 17 
(48,398)
(10,171)

Total equity
  
61,733
99,960


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

Page 14

 
HAMSARD 3744 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


At incorporation on 28 November 2023
-
-
-
-


Comprehensive loss for the period

Loss for the period
-
-
(10,171)
(10,171)


Contributions by and distributions to owners

Shares issued during the period
-
110,131
-
110,131



At 1 January 2025
-
110,131
(10,171)
99,960


Comprehensive loss for the year

Loss for the year
-
-
(38,227)
(38,227)


At 31 December 2025
-
110,131
(48,398)
61,733


The notes on pages 16 to 29 form part of these financial statements.

Page 15

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Hamsard 3744 Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 15314883, 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 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);
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; 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 16

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements of Hamsard 3744 Limited have been prepared on a going concern basis in accordance with Financial Reporting Standard 102 (FRS 102), issued by the Financial Reporting Council. This reflects the directors’ assessment that the group will continue in operational existence for the foreseeable future, enabling the realisation of assets and the settlement of liabilities in the normal course of business. The company’s business activities, together with the factors likely to affect its future development, performance, and position, are described in the Strategic Report and Directors’ Report.

Hamsard 3744 Limited was incorporated on 28 November 2023 as an intermediate holding company to acquire Project Global Topco Limited and its subsidiaries, collectively forming The Appointment Group (“TAG”), from Apiary Capital LLP. The acquisition was completed on 22 April 2024. Hamsard 3744’s immediate parent is Hamsard 3743 Limited; its 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 this acquisition, the group successfully refinanced its senior debt facilities, which are now repayable in 2031. The group’s debt facilities and working capital are managed centrally, and the directors have carefully considered the consolidated financial position, cash flows, and liquidity of the group in forming their going concern assessment.

As part of this assessment, the directors prepared detailed consolidated trading forecasts covering periods ending 30 September 2027. These forecasts incorporate current business performance expectations, strategic plans, and assumptions regarding market conditions.

In addition to the base case forecasts, the directors have undertaken extensive sensitivity analyses, including downside scenarios, stress testing, and reverse stress testing. These analyses evaluated the potential impacts of adverse changes in key assumptions—such as revenue shortfalls, cost increases, and market conditions—on the group’s liquidity position and compliance with debt covenants. The directors also identified and assessed mitigating actions that could be taken to address potential shortfalls, including adjustments to discretionary expenditure, utilisation of available funding facilities, and potential re-prioritisation of strategic initiatives.

The results of these analyses indicate that the group is expected to maintain sufficient liquidity and covenant headroom throughout the going concern assessment period, even under reasonably possible adverse conditions. The directors have also considered the group’s historical financial performance, access to available funding sources, and flexibility within its cost base to adapt to changing circumstances. The impairment charge of £29.2m 
(2024: £0.6m) recognised in the year (note 10) is a non-cash item.

The directors have further taken into account the support of the parent undertaking, Hamsard 3840 Limited, which has provided a letter of support confirming the availability of financial resources to enable Hamsard 3744 to meet its obligations as they fall due.

Based on this comprehensive assessment, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis for at least 12 months from the reporting date.

Page 17

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

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

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented within interest receivable and similar income or interest payable and similar expenses. All other foreign exchange gains and losses are presented within administrative expenses. Total exchange differences recognised in profit or loss are disclosed in note 7.

 
2.6

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.

 
2.7

Borrowing costs

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

 
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.

Page 18

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.8
Taxation (continued)

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

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.

 
2.10

Investments

Investments are measured at cost less accumulated impairment losses.

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.

 
2.11

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
 
 
2.12

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.

Page 19

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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. Discounting is omitted where the effect of discounting is immaterial.

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.

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.

Basic financial 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).

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

Trade creditors are classified as current liabilities if the payment is due within one year.
 
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. 

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
Page 20

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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 £29.2 million has been recognised in the year (2024: £0.6 million) (notes 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.


4.


Exceptional administrative expenses

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


Non-incremental transaction related costs
58
1,927

Employer liabilities arising on historical share issuance
343
-

Impairment charge in the year (note 10)
29,182
581

29,583
2,508

Exceptional items relate to the impairment of the company’s investment in subsidiaries (note 10) employer liabilities (including associated interest, presented within interest payable) arising on the August 2022 share issuance, acquisition-related costs and other non-recurring UK and overseas items.

Page 21

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Auditor's remuneration

During the year/period, the company obtained the following services from the company's auditor and its associates:


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

Fees payable to the company's auditor and its associates for the audit of the company's financial statements
31
54

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.


6.


Employees

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




7.


Interest receivable and similar income

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


Foreign exchange gains on foreign denominated debt
2,334
-

Page 22

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Interest payable and similar expenses

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


Bank interest payable
8,728
6,010

Interest on loan notes
1,195
755

Interest on tax liabilities relating to the August 2022 share issuance
134
-

Amortisation of loan arrangement fees
694
763

10,751
7,528


9.


Taxation


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



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 23

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
9.Taxation (continued)

Factors affecting tax charge for year/period

The tax assessed for the year/period is higher than (2024: higher than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:

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


Loss on ordinary activities before tax
(38,226)
(10,171)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
(9,557)
(2,543)

Effects of:


Expenses not deductible for tax purposes, including impairment
7,295
909

Effects of group relief
1,366
425

Losses/CIR (Corporate interest restriction) unrecognised
896
1,209

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 amounts restricted under the corporate interest restriction rules, as future recovery of the associated tax benefits is not considered sufficiently certain.

Page 24

 
HAMSARD 3744 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
111,157


Additions
890



At 31 December 2025

112,047



Impairment


At 1 January 2025
581


Charge for the year
29,182



At 31 December 2025

29,763



Net book value



At 31 December 2025
82,284



At 31 December 2024
110,576

During the year the company recognised an impairment charge of £29.2 million (period ended 31 December 2024: £0.6 million) against the carrying value of its investment in Project Global Topco Limited, the holding company of The Appointment Group Limited (“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 the forecast cash flows and related assumptions of the underlying business. As a result, the investment was written down to its recoverable amount of £82.3 million. No impairment was recognised against the related intercompany receivables, which the directors consider to be recoverable.

The company’s investments and intercompany receivables are stated at cost less any accumulated impairment losses. The directors regularly assess these balances for indicators of impairment and update carrying amounts accordingly.

Additions in the year of £890k represent additional investment in Project Global Topco Limited in connection with the recapitalisation of the group's Australian operations, funded through intercompany arrangements rather than in cash.
Page 25

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Fixed asset investments (continued)


Subsidiary undertakings


The following were subsidiary undertakings of the company (all held indirectly except Project Global Topco Limited):
Name

Principal activity

Class of shares

Holding

Leisure by Appointment Limited
Travel agent
Ordinary
100%
The Appointment Group (UK) Limited
Travel agent
Ordinary
100%
The Appointment Group LLC
Travel agent
Ordinary
100%
The Appointment Group Pte Limited
Travel agent
Ordinary
100%
The Appointment Group Pty (Australia) 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%
Project Global Topco Limited*
Holding company
Ordinary
100%
Project Global Bidco Limited
Holding company
Ordinary
100%
The Appointment Group Limited
Holding company
Ordinary
100%
E.T. Travel Limited
Dormant
Ordinary
100%
Events by Appointment Limited
Dormant
Ordinary
100%
The Ultimate Event Company Limited
Dormant
Ordinary
100%
Music by Appointment Limited
Dormant
Ordinary
100%
Travel by Appointment Limited
Dormant
Ordinary
100%

*Only Project Global Topco Limited is held directly.

The registered office and country of incorporation of Project Global Topco Limited, Project Global Bidco Limited, The Appointment Group Limited, 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 and Travel By Appointment 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 26

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Debtors: amounts falling due within one year

2025
2024
£000
£000


Amounts owed by group undertakings
79,603
79,861

Other debtors
2,017
1,907

81,620
81,768


Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.


12.


Creditors: amounts falling due within one year

2025
2024
£000
£000

Bank loans (note 14)
1,531
1,498

Amounts owed to group undertakings
23,356
17,694

Other creditors
3,110
2,385

Accruals
235
76

28,232
21,653


As at 31 December 2025, the company had intercompany balances of £23.4 million (2024: £17.7 million). This includes £11.1 million (2024: £10.0 million) relating to interest-bearing loan notes issued by Hamsard 3743 Limited, accruing interest at 12% per annum. All other balances are non-interest-bearing amounts due to related parties. Amounts owed to group undertakings are unsecured and repayable on demand.

Other creditors include £0.5 million 
(2024: £Nil) in respect of employer liabilities arising on the August 2022 share issuance.


13.


Creditors: amounts falling due after more than one year

2025
2024
£000
£000

Bank loans (note 14)
73,968
70,870


Page 27

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£000
£000

Amounts falling due within one year

Bank loans
1,531
1,498

Amounts falling due after more than 5 years

Bank loans
73,968
70,870

75,499
72,368


At 31 December 2025, the company held three term loans and one revolving credit facility.

The term loans comprise two Sterling-denominated loans of £30 million and £5 million, and one US Dollar-denominated loan of $43,968,400.

All three loans were drawn on 22 April 2024 and mature on 21 April 2031. The Sterling-denominated loans bear interest at SONIA plus 7.0%.

The US Dollar-denominated loan bears interest at SOFR plus 7.0%. Interest on all term loans is payable semi-annually on 22 April and 22 October each year. The loans are interest-only, with the full principal amounts repayable at maturity.

Arrangement fees of £1.05 million relating to the Sterling loans and $1.32 million relating to the US Dollar loan have been offset against the respective loan balances and are being amortised over the term of the loans using the effective interest method, in accordance with FRS 102 Section 11. The US Dollar-denominated loan has been translated into Sterling at the year-end exchange rate of US$1.3491:£1
 (2024: US$1.2565:£1).

In addition, the company holds a £10 million revolving credit facility, denominated in Sterling and maturing on 27 May 2031. The facility bears interest at SONIA plus 3.75%. An arrangement fee of £300,000 has been offset against the facility balance and is being amortised over the term of the facility using the effective interest method, in accordance with FRS 102 Section 11. At 31 December 2025, drawings under this facility had a carrying amount of £7.9 million (2024: £2.7 million), net of unamortised arrangement fees.

At 31 December 2025, the carrying amounts of the term loans and revolving credit facility included within creditors were £34.9 million 
(2024: £34.8 million), £32.7 million (2024: £34.8 million) and £7.9 million (2024: £2.7 million) respectively. The bank loans are secured against certain assets of the group and company.


15.


Contingent liabilities

As at 31 December 2025, the company was party to unilateral guarantees in respect of borrowings within the group. At the year end, the total potential liability under these guarantees amounted to £11.1 million (2024: £10.0 million) in relation to borrowings of Hamsard 3743 Limited.

Page 28

 
HAMSARD 3744 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Share capital

2025
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.


17.


Reserves

The company's capital and reserve is 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.


18.


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.


19.


Subsequent events

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


20.


Controlling party

The immediate parent of the company is Hamsard 3743 Limited. Its registered number is 15314861 and its registered head office is located at The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

The smallest and largest group at which these accounts are consolidated is at Hamsard 3840 Limited. Its registered number is 15314772 and its registered head office is located at The Linen House, 253 Kilburn Lane, London, England, W10 4BQ. These consolidated accounts are available from Companies House.

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