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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report for Hamsard 3744 Limited for the year ended 31 December 2025.
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.
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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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.
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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.
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.
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.
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.
The company has no direct operations. Group-wide environmental, social and governance policies apply to its subsidiaries.
The directors are committed to maintaining high standards of governance, compliance and financial reporting.
The directors seek to act fairly and in the best interests of all shareholders in their decision-making.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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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.
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.
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 who served during the year, and up to the date of signing this report, were:
F A Stratford was appointed as director after the year end on 30 April 2026.
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HAMSARD 3744 LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no changes to the company’s share capital during the year.
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.
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.
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HAMSARD 3744 LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
There have been no significant events affecting the company since the year end.
This information is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 LIMITED
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.
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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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 LIMITED (CONTINUED)
Matters on which we are required to report by exception
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 LIMITED (CONTINUED)
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3744 LIMITED (CONTINUED)
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.
Senior Statutory Auditor
for and on behalf of
Statutory Auditor, Chartered Accountants
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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. 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserve is as follows:
Share premium account
Profit and loss account
The smallest and largest group at which these accounts are consolidated is at The company's ultimate controlling party was
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