ACCOUNTS - Final Accounts preparation

Exceptional items

Year ended

31 December

13 month period ended

31 December

Registered number: 15314772

HAMSARD 3840 LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


HAMSARD 3840 LIMITED

COMPANY INFORMATION

Directors	G T E Moss
	R Nath
	G Carr
	F A Stratford
	W Barr
	J McLaughlin


Registered number	15314772


Registered office	Linen House
	253 Kilburn Lane
	London
	W10 4BQ


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


HAMSARD 3840 LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 5
Directors' Report	6 - 9
Directors' Responsibilities Statement	10
Independent Auditor's Report	11 - 15
Consolidated Statement of Comprehensive Income	16
Consolidated Balance Sheet	17
Company Balance Sheet	18
Consolidated Statement of Changes in Equity	19
Company Statement of Changes in Equity	20
Consolidated Statement of Cash Flows	21 - 22
Notes to the Financial Statements	23 - 50


HAMSARD 3840 LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

Hamsard 3840 Limited (the “company”) is the parent company of The Appointment Group Limited (“TAG”) and its subsidiaries (the “group”). The group operates as a global travel and event management business, providing services across touring, entertainment and media, corporate, events, private travel and production sectors.

During the year, the group continued to be supported by the experience and expertise of its people and the strength of its long-standing client relationships.

The current year represents the first full twelve-month period following the acquisition completed in April 2024. The comparative period from incorporation is for a 13 month period, however reflects only 8 months of group trading activity.

Principal activities

The Appointment Group Limited (“TAG”) is the holding company for the group’s global trading entities.

TAG is one of the world’s leading travel and event management companies, providing specialist travel and event management services across the UK, USA, the Middle East and Australasia and across a number of sectors, including:

1.Touring: TAG is a global leader in providing travel management services for music tours, supporting a broad range of artists from globally established performers to emerging acts undertaking their first tours.

2.Corporate: TAG delivers a high-touch travel management service to corporate clients across a range of sectors, including hedge funds, private equity, management consulting, banking and finance, as well as senior C-suite executives.

3.Events: TAG provides event management services including conferences, product launches, incentive travel and corporate hospitality experiences for both corporate and private clients.

4.Private Travel: TAG’s private travel division offers a luxury concierge-led travel service, delivering bespoke experiences for high-net-worth individuals, celebrities and VIP clients.

5.Production: TAG provides specialist travel and logistics management services for film and television production companies, supporting both major studios and independent productions.

6.Sports: TAG’s sports division supports professional sports teams and global sporting events, delivering tailored travel management solutions for complex and time-sensitive travel requirements.

Business review

For the year ended 31 December 2025, the group generated statutory turnover of £57.4 million (2024: £40.1 million for the eight-month post-acquisition period).

The group also monitors Total Transaction Value (“TTV”), a key measure of underlying activity, which was £425.9 million during the year, compared with £433.5 million for the twelve months ended 31 December 2024 and £413.4 million in 2023. The FY24 and FY23 comparative information reflects the full-year historical trading results of The Appointment Group businesses that now comprise the Hamsard 3840 Limited group.

Whilst activity levels remained broadly consistent across the group's core markets, trading performance was impacted by a modest reduction in TTV and an increase in overheads as the group invested in business development, technology and operational capacity to support future demand.

The resulting reduction in earnings was considered as part of management's annual impairment assessment, alongside updated forecasts and market assumptions. See note 14 for further details.

Page 1


HAMSARD 3840 LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Business review (continued)

As the comparative period reflects only the eight months from acquisition on 22 April 2024, management also monitors performance on a pro-forma basis. On a comparable twelve-month basis, the group generated underlying adjusted EBITDA of £11.8 million in 2025 compared with £11.0 million in 2024. Refer to “Key performance indicators and alternative measures” for further discussion of adjusted EBITDA.

Net finance costs (including unrealised foreign exchange gain or losses on foreign denominated debt) were £23.1 million (2024: £16.6 million) reflecting a full period of borrowing costs associated with the group's post-acquisition debt. After finance costs and taxation, the group recorded a statutory loss after tax of £48.7 million (2024: £25.8 million).

Financial position

At 31 December 2025, the group reported net liabilities of £71.4 million (2024: £23.4 million), reflecting the statutory loss for the year, net finance and shareholder costs, together with the ongoing amortisation and impairment of acquired intangible assets.

Intangible assets at the year-end were £144.8 million (2024: £176.8 million), following amortisation of £19.0 million and impairment charges of £13.5 million recognised in the year. These charges are non-cash in nature and arise in relation to assets recognised on acquisition.

The group's capital structure comprises senior debt, shareholder loan notes and preference shares. Net debt increased to £208.7 million at 31 December 2025 (2024: £192.3 million), primarily reflecting the accrual of financing costs on the group's shareholder loans and preference shares.

Cash at the year-end was £7.9 million (2024: £6.1 million). The group continues to have access to committed debt facilities extending to 2031. Working capital is actively managed across all regions. Working capital is actively managed across all regions and the group maintained a positive net current asset position of £8.1 million at 31 December 2025 (2024: £9.7 million).

Key performance indicators and alternative measures

The group monitors a number of financial and non-financial key performance indicators (“KPIs”), including:

Financial KPIs:

∙Total Transaction Value (TTV)

∙Net turnover

∙EBITDA and adjusted EBITDA

∙Cash and working capital metrics

Non-financial KPIs:

∙Client retention and growth

∙Employee engagement measures

∙Service delivery and operational metrics

TTV remains the group's primary measure of trading activity, while Adjusted EBITDA is the principal measure used by the directors to assess underlying trading performance. Adjusted EBITDA reflects earnings before interest, taxation, depreciation, amortisation, share-based payment charges and exceptional items.

Page 2


HAMSARD 3840 LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Key performance indicators and alternative measures (continued)

The group’s performance for the year compared to the prior period is summarised below:

Pro-forma performance

	Year ended 31 December 2025 £000	* 8 months period ended 31 December 2024 £000
Operating loss	(25,563)	(8,652)
Add back: depreciation	526	311
Add back: amortisation	19,042	13,558
Add back: impairment	13,490	2,188
Add back: exceptional costs	3,310	2,942
Add back: annual share based payment	962	631
	11,767	10,978

* The comparative period, from incorporation, is for a 13 month period, however reflects only 8 months of group trading activity.

Principal risks and uncertainties

The group operates in a dynamic environment and is exposed to a number of principal risks and uncertainties.

Economic and market risk
Macroeconomic conditions, including inflation, interest rates and global economic uncertainty, may impact client demand and travel activity levels.

Supplier and pricing risk
The group is exposed to changes in supplier pricing models, including airline and hotel distribution structures, which can affect margins.

Geopolitical risk
The group operates globally and is exposed to geopolitical developments that may impact travel demand, particularly in certain regions.

Credit risk
The recoverability of trade receivables is actively monitored, with credit controls and regular review processes in place.

Liquidity risk
Maintaining sufficient liquidity and access to funding is critical to supporting operational requirements and strategic investment.

Regulatory risk
The group operates within a regulated environment and is subject to compliance requirements across multiple jurisdictions.

Page 3


HAMSARD 3840 LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Group strategy and outlook

The group’s long-term outlook remains underpinned by favourable structural trends within its core markets, including:

∙Continued global demand for live entertainment and touring;

∙Growth in film and television production; and

∙Increasing demand for high-touch corporate and private travel services.

Looking ahead, the group will continue to focus on:

∙Driving sustainable revenue growth through targeted client acquisition and retention;

∙Enhancing margin performance through improved pricing discipline and supplier engagement;

∙Delivering operational efficiencies through technology and process improvements; and

∙Maintaining a disciplined approach to cost management and capital allocation.

While external market conditions may continue to influence short-term performance, the directors believe the group is well positioned to deliver long-term value through its diversified service offering, global footprint and strong client relationships.

The group continues to monitor evolving supplier economics and broader market conditions and is confident in the resilience of its business model and its ability to sustain margin performance.

Section 172 statement

As required by Section 172 of the UK's Companies Act, a director of a company must act in the way he/she considers, in good faith, would most likely promote the success of the company for the benefit of its shareholders. In doing this, the director must have regard, amongst other matters, to the:

∙likely consequences of any decisions in the long term;

∙interest of the company's employees;

∙need to foster the company's business relationships with suppliers, customers and others;

∙impact of the company's operations on the community and environment;

∙company's reputation for high standards of business conduct; and

∙need to act fairly between members of the company.

Decision making
The Board undertakes monthly meetings in which the performance against budget and strategic plans of the business are reviewed in detail. During the year, the Board approved several value creation initiatives to support improvements in long term operational and financial performance and to also improve operational efficiency across the global cost base. The annual budget and strategic plan for the next financial period is produced prior to the end of the current financial period.

Interests of the company's employees
An annual employee engagement survey is undertaken in order to capture the views of employees on key areas impacting their development and wellbeing. The results of these surveys are reviewed at a board level and at an operational management level to ensure that appropriate actions are taken to address these key areas. Directors attend an annual conference held in each region to communicate performance and strategy to employees.

Fostering business relationships
The directors actively manage our customers, suppliers and other key stakeholders. The Board is appraised of all key developments with our various stakeholders.

Page 4


HAMSARD 3840 LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Section 172 statement (continued)

Impact on community and environment
The group undertakes regular charity fundraising events across all regions. ESG remains a key focus for the group and the group has an ESG strategy focusing on reducing its carbon footprint.

Reputation
The group has invested heavily in its values programme and all employees are encouraged to operate within the values framework. All employees are required to undertake biannual performance reviews and this process requires employees to directly address how their performance and behaviour have been in line with the company's values, whilst ensuring that standards are maintained through assessment of performance and corrective action where deemed necessary.

Acting fairly between members
The above flows through to our shareholders, to treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Employee engagement

The company engages with its employees in a variety of ways. This includes:

∙Regular communication from management and directors

∙Town Hall forums, including Q&A sessions

∙A dedicated intranet with company updates and news

∙An employee social media group

∙Periodic employee surveys

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

J McLaughlin

Director

Date: 8 July 2026

Page 5


HAMSARD 3840 LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report for the year ended 31 December 2025.

Principal activity

The company is the ultimate holding company of the subsidiaries of The Appointment Group Limited.

The principal activity of the group during the year was that of a global travel management business operating across the entertainment & media, corporate and events sectors.

Results and dividends

The loss for the year, after taxation, amounted to £48,681,000 (2024: loss £25,784,000 for the eight-month post-acquisition period).

The directors did not recommend the payment of dividends in the year (2024: £Nil).

Share Capital

In total, 51,000 C Ordinary shares were issued during the year. The nominal value of each share was £0.01.

As at 31 December 2025, the company had 195,500 C Ordinary shares in issue (2024: 144,500), with share capital of £9,755 (2024: £9,245) and share premium of £1,349,000 (2024: £1,186,000).

Directors

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

G T E Moss
R Nath
G Carr
F A Stratford (appointed 8 May 2025)
W Barr (appointed 14 July 2025)
J McLaughlin (appointed 14 July 2025)
T B Williamson (resigned 8 May 2025)
S A R Hughes (resigned 14 July 2025)
J L Penny (resigned 30 January 2026)

Qualifying third party indemnity provisions

The group has in place directors’ and officers’ liability insurance, which provides indemnity for directors against certain liabilities incurred in the execution of their duties. Such qualifying third-party indemnity provisions were in force throughout the year and remain in force at the date of approval of the financial statements.

Page 6

HAMSARD 3840 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

The group intends to continue executing its strategic growth plan across its core divisions - Touring, Corporate, Events, Private Travel and Production - leveraging favourable market conditions in the entertainment and media sectors.

In the year ahead, the group will continue to focus on:

∙Driving revenue growth through targeted client acquisition and retention;

∙Enhancing pricing discipline and supplier engagement to support improved margin performance;

∙Investing in technology and data capabilities to improve operational efficiency; and

∙Aligning the cost base to support the expected level of activity.

The directors believe these initiatives will support long-term value creation for stakeholders.

Going concern

The consolidated financial statements of Hamsard 3840 Limited have been prepared on a going concern basis in accordance with Financial Reporting Standard 102 (FRS 102).

Following the acquisition of Project Global TopCo Limited and its subsidiaries in April 2024, 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.

In assessing going concern, the directors have prepared detailed consolidated trading forecasts covering a period extending to September 2027. These forecasts incorporate current trading performance, expected market conditions and planned strategic initiatives.

The directors have also performed sensitivity analysis, including downside scenarios, to assess the impact of reasonably possible adverse changes in trading performance on the group’s liquidity and covenant compliance. These scenarios incorporate potential mitigation actions which would be implemented in such circumstances.

Based on these assessments, the directors have a reasonable expectation that the group has sufficient financial resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Research and development activities

During the year, the group continued to invest in product development, process improvement and technology enhancement initiatives to support operational efficiency and long-term growth. (2025: £0.3m Capitalised; 2024: £0.3m)

Employee disability

Applications for employment by disabled persons are considered on the basis of aptitude and ability. The group is committed to providing equal opportunities and, where employees become disabled during their employment, will make reasonable adjustments to support continued employment.

Page 7

HAMSARD 3840 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The SECR disclosure presents the group’s carbon footprint within the United Kingdom for Scope 1, Scope 2 & Scope 3 emissions, based on SECR legislation, an appropriate intensity metric, and the total energy use of electricity and gas for the year to 31 December 2025 for the group. (Period from 22 April 2024 to 31 December 2024 in comparative)

All data has been based on actual meter readings. Energy use and GHG emissions are centrally recorded and can be accurately attributed to individual companies within the group. The information is maintained and verified at the group’s head office. CO2 equivalent emissions have been calculated using the UK Government’s published “Greenhouse gas reporting: conversion factors” for the relevant year.

Greenhouse Gas Emissions and Energy Use

Category	Hamsard 3840 Limited 12 months ended 31 December 2025	Hamsard 3840 Limited 8 months ended 31 December 24

Energy consumption used to calculate emissions (kWh)	117,479 kWh	100,920 kWh
Scope 1: Gas combustion (tCO2e)	-	-
Scope 1: Transport fuel (tCO2e)	-	-
Scope 2: Purchased electricity and thermal (location-based)	9.6 tCO2e	20.9 tCO2e
Scope 3: Business travel (tCO2e)	2.6 tCO2e	0.2 tCO2e
Total gross emissions (tCO2e)	12.2 tCO2e	21.1 tCO2e
Intensity ratio (tCO2e/£m turnover)	0.21	0.52

The group’s total gross emissions for 2025 were 12.2 tCO2e (2024: 21.1 tCO2e). The decrease reflects updated metering and enhanced emissions tracking. The group remains committed to improving energy efficiency and reducing its environmental footprint through responsible operational practices and sustainable procurement strategies.

As part of our commitment to environmental sustainability, the group has taken significant steps to reduce its carbon footprint and improve energy efficiency across its operations. During the year, a substantial proportion of our electricity consumption was sourced from renewable energy providers, demonstrating our proactive approach to minimising emissions associated with purchased electricity (Scope 2 emissions).

This shift is aligned with our wider ESG (Environmental, Social and Governance) objectives and the long-term sustainability priorities of our ownership group. The company is currently progressing through formal ESG assessment and reporting processes, which will form the basis for future improvement targets and external sustainability reporting. This includes engaging with external advisors to define our material ESG risks and opportunities, develop a carbon baseline, and prepare for broader disclosure in line with emerging reporting frameworks. In addition to increased use of renewable electricity, we have implemented various energy-saving initiatives, including:

−Upgrading to energy-efficient lighting and equipment in key facilities;

−Reviewing building management systems and HVAC settings for improved performance; and

−Enhancing staff awareness and engagement around energy reduction behaviours.

The group recognises the importance of playing an active role in the transition to a low-carbon economy and will continue to invest in sustainable practices, aiming for year-on-year reductions in operational emissions and improved transparency in ESG reporting.

Page 8

HAMSARD 3840 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Matters covered in the Group Strategic Report

Where necessary, disclosures relating to principal risks and uncertainties, business relationships and results and dividends have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006.

Subsequent events

On 19 February 2026, a further 20,000 Ordinary £0.01 shares were issued at a price of £2 a share.

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 and the group's auditor is unaware, and

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

Auditor

The auditor, Grant Thornton UK LLP, has indicated its willingness to continue in office and a resolution to reappoint them as auditor will be proposed at the forthcoming Annual General Meeting.

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

J McLaughlin

Director

Date: 8 July 2026

Page 9


HAMSARD 3840 LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Company law requires the directors to prepare financial statements for each financial period. 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 and the group 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 group 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 the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3840 LIMITED

Opinion

We have audited the financial statements of Hamsard 3840 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the company Balance Sheet, the Consolidated Statement of Changes in Equity, the company Statement of Changes in Equity, the Consolidated Statement of Cash Flows 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 group's and of the parent company's affairs as at 31 December 2025 and of the group's 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 group and the parent 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 group's and the parent 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 group or the parent company to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and the parent 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 group's and the parent company's financial resources or ability to continue operations over the going concern period.

Page 11

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3840 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 12

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3840 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement on page 10, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 13

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3840 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 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

∙Identifying and testing 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.

Page 14

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3840 LIMITED (CONTINUED)

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

∙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.

∙We communicated with component auditors to understand if there were instances of non-compliance with laws and regulations in their jurisdictions that would impact the group audit opinion.

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

8 July 2026

Page 15


HAMSARD 3840 LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	Year ended 31 December	13 month period ended 31 December
	2025	2024
Note	£000	£000


Turnover	4	57,444	40,101
Gross profit		57,444	40,101

Administrative expenses - other		(67,201)	(43,649)
Exceptional administrative expenses	5	(16,800)	(5,130)
Administrative expenses - total		(84,001)	(48,779)
Other operating income	6	994	26
Operating loss	7	(25,563)	(8,652)
Interest receivable and similar income	11	2,414	67
Interest payable and similar expenses	12	(25,549)	(16,697)
Loss before taxation		(48,698)	(25,282)
Tax on loss	13	17	(502)
Loss for the financial year/period		(48,681)	(25,784)


Currency translation differences	(1,535)	518
Other comprehensive (expense)/income for the year/period	(1,535)	518
Total comprehensive income for the year/period	(50,216)	(25,266)

(Loss) for the year attributable to:
Owners of the parent company	(48,681)	(25,784)
	(48,681)	(25,784)

The notes on pages 23 to 50 form part of these financial statements.

Page 16


HAMSARD 3840 LIMITED REGISTERED NUMBER:15314772

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Intangible assets	14		144,789		176,796
Tangible assets	15		673		958
			145,462		177,754
Current assets
Debtors: amounts falling due after more than one year	17	1,875		1,209
Debtors: amounts falling due within one year	17	28,448		32,844
Cash at bank and in hand		7,870		6,058
		38,193		40,111
Creditors: amounts falling due within one year	18	(30,048)		(30,394)
Net current assets			8,145		9,717
Total assets less current liabilities			153,607		187,471
Creditors: amounts falling due after more than one year	19		(217,676)		(200,508)
Provisions for liabilities
Deferred taxation	22		(5,961)		(8,995)
Other provisions	23		(1,408)		(1,408)
Net liabilities			(71,438)		(23,440)

Capital and reserves
Called up share capital	25	10	9
Share premium account	26	1,349	1,186
Share based payment reserve	26	2,685	631
Retained losses	26	(75,482)	(25,266)
Total equity		(71,438)	(23,440)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 July 2026.

J McLaughlin

Director

The notes on pages 23 to 50 form part of these financial statements.

Page 17


HAMSARD 3840 LIMITED REGISTERED NUMBER:15314772

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Investments	16		61,045		98,456

Creditors: amounts falling due within one year	18	(2,862)		(2,060)
Total assets less current liabilities			58,183		96,396

Creditors: amounts falling due after more than one year	19		(129,910)		(115,986)

Net liabilities			(71,727)		(19,590)

Capital and reserves
Called up share capital	25	10	9
Share premium account	26	1,349	1,186
Share based payment reserve	26	2,685	631
Retained losses	26	(75,771)	(21,416)
Total equity		(71,727)	(19,590)

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent company for the year was £54,355k (13 month period ended 31 December 2024: £21,416k).

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 July 2026.

J McLaughlin

Director

The notes on pages 23 to 50 form part of these financial statements.

Page 18


HAMSARD 3840 LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Retained losses	Total equity
	£000	£000	£000	£000	£000
Comprehensive loss for the period
Loss for the period	-	-	-	(25,784)	(25,784)
Currency translation differences	-	-	-	518	518
Other comprehensive income for the period	-	-	-	518	518
Total comprehensive loss for the period	-	-	-	(25,266)	(25,266)
Contributions by and distributions to owners
Shares issued during the period	9	1,186	-	-	1,195
Equity settled share-based payment charge	-	-	631	-	631
Total transactions with owners	9	1,186	631	-	1,826

At 1 January 2025	9	1,186	631	(25,266)	(23,440)
Comprehensive loss for the year
Loss for the year	-	-	-	(48,681)	(48,681)
Currency translation differences	-	-	-	(1,535)	(1,535)
Other comprehensive loss for the year	-	-	-	(1,535)	(1,535)
Total comprehensive loss for the year	-	-	-	(50,216)	(50,216)
Contributions by and distributions to owners
Shares issued during the year	1	163	-	-	164
Equity settled share-based payment charge	-	-	2,054	-	2,054
Total transactions with owners	1	163	2,054	-	2,218
At 31 December 2025	10	1,349	2,685	(75,482)	(71,438)

The notes on pages 23 to 50 form part of these financial statements.

Page 19


HAMSARD 3840 LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Retained losses	Total equity
	£000	£000	£000	£000	£000
Comprehensive loss for the period
Loss for the period	-	-	-	(21,416)	(21,416)
Total comprehensive loss for the period	-	-	-	(21,416)	(21,416)
Contributions by and distributions to owners
Shares issued during the period	9	1,186	-	-	1,195
Equity settled share-based payment charge	-	-	631	-	631
Total transactions with owners	9	1,186	631	-	1,826

At 1 January 2025	9	1,186	631	(21,416)	(19,590)
Comprehensive loss for the period
Loss for the year	-	-	-	(54,355)	(54,355)
Total comprehensive loss for the year	-	-	-	(54,355)	(54,355)
Contributions by and distributions to owners
Shares issued during the year	1	163	-	-	164
Equity settled share-based payment charge	-	-	2,054	-	2,054
Total transactions with owners	1	163	2,054	-	2,218
At 31 December 2025	10	1,349	2,685	(75,771)	(71,727)

The notes on pages 23 to 50 form part of these financial statements.

Page 20


HAMSARD 3840 LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			Year ended 31 December 2025	13 month period ended 31 December 2024
			£000	£000

Cash flows from operating activities
Loss for the financial year	(48,681)	(25,784)
Adjustments for:
Amortisation of intangible assets	19,042	13,558
Depreciation of tangible assets	526	311
Impairment of intangible assets	13,490	2,188
Interest payable	25,549	16,698
Interest receivable	(2,414)	(67)
Taxation charge	(17)	502
Decrease in debtors	1,041	303
(Decrease) in creditors	(296)	(2,932)
Corporation tax (paid)	(1,213)	(1,865)
Foreign exchange on net working capital	(499)	415
Share based payment charge	2,054	631
Adjustment to pre-acquisition contingent consideration	677	(275)
Net cash generated from operating activities	9,259	3,683

Cash flows from investing activities
Purchase of intangible assets	(525)	(251)
Purchase of tangible assets	(252)	(248)
Cash paid on business combinations	-	(107,673)
Contingent consideration paid	(3,123)	(474)
Interest received	70	70
Net cash used in investing activities	(3,830)	(108,576)

Page 21


HAMSARD 3840 LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£000	£000


Cash flows from financing activities
Proceeds from the share issue (net of issuance fees)	41	1,195
Proceeds from issue of preference shares (net of arrangement fees)	-	107,030
Proceeds from senior debt facilities (net of arrangement fees)	4,963	70,600
Proceeds from investor loan notes	-	9,200
Bank loans repaid	-	(12,784)
Investor loan notes repaid	-	(34,943)
Management loan notes repaid	-	(24,414)
Interest paid	(8,424)	(4,912)
Net cash (used in)/generated from financing activities	(3,420)	110,972
Net increase in cash and cash equivalents	2,009	6,079
Cash and cash equivalents at beginning of year	6,058	-
Foreign exchange gains and losses	(197)	(21)
Cash and cash equivalents at the end of year	7,870	6,058

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,870	6,058

The notes on pages 23 to 50 form part of these financial statements.

Page 22


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Hamsard 3840 Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 15314772, and its registered head office is located at Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

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 group management to exercise judgement in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions – company only

The parent 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 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7

2.3

Basis of consolidation

The consolidated financial statements present the results of the parent company and its wholly owned subsidiaries ("the group") as if they form a single entity. Intercompany transactions, balances between group companies and any unrealised gains and losses arising on intra-group transactions are eliminated in preparing these financial statements.

Page 23


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

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 in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 24


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

∙Commission turnover is recognised when the supplier is paid apart from hotel, car hire and flight commissions. Hotel and car hire commission is recognised on an accruals basis based on the check out date. Flight commission is recognised on issue of the airline ticket aside from private jets which is recognised on the departure date:

∙Where the company acts as agent rather than principal, turnover is recognised on the net basis as the amount of margin earned on the transaction: and

∙Transactions fees are recognised at the time of the booking.

2.7

Operating leases: lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 4 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.9

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.

2.10

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Page 25


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Finance costs

Finance costs are charged to the Statement of Comprehensive Income 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.

2.12

Borrowing costs

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

2.13

Share-based payments

Equity-Settled Share-Based Payments

Equity-settled share-based payments over the group’s shares are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period in the company that receives the employee services. Each company maintains a share option reserve to reflect the awards granted to its employees.

2.14

Exceptional items

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

2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 balance sheet date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;

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

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.

Page 26


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life
cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill	-	10 years on a straight-line basis
Brands	-	10 years on a straight-line basis
Computer software	-	4-6 years on a straight-line basis

2.17

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Long-term leasehold property	-	7 years on a straight-line basis
Fixtures and fittings	-	7 years on a straight-line basis
Computer equipment	-	4 years on a straight-line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 27


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.19

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 28


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.21

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the group becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the group's cash management.

Financial liabilities and equity instruments issued by the group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost using the effective interest rate method.

Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

2.22

Employee benefits

Short term employee benefits including holiday pay and annual bonuses are accrued as services are rendered.

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 are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

Page 29


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgements in applying accounting policies (continued)

Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:

Estimates

Impairment of tangible fixed assets and goodwill (note 14 and 15)
The group prepares value-in-use calculations for each cash-generating unit (“CGU”) to assess whether the carrying value of goodwill, intangible assets and tangible fixed assets is recoverable. The value-in-use calculations are based on discounted cash flow forecasts approved by management, using assumptions that reflect expected future trading performance and the risks specific to each CGU.

The key estimates used in determining value in use include forecast Total Transaction Value (“TTV”) growth, net revenue margin percentage, overhead expenditure, working capital requirements, long-term growth rates and the discount rates applied to future cash flows. These assumptions are inherently judgemental and are sensitive to changes in trading performance, margin conversion and the level of operating costs required to support the business.

During the year, the group recognised an impairment charge in respect of goodwill. This reflects the outcome of the impairment review and the reassessment of forecast future cash flows for the relevant CGUs. Further details of the impairment charge, the carrying value of goodwill and the key assumptions applied are set out in note 14.

Useful economic lives of goodwill and intangibles (note 14)
Management estimates the useful economic lives of intangibles based on the technical and industry knowledge from key senior executives in the commercial and technology teams and the reasonableness of its historic approach. It reviews these estimates at each balance sheet date.

Impairment of trade receivables (note 17)
The group makes an estimate of the recoverable value of trade receivables (note 17). When assessing impairment, management considers factors including the current credit rating of the customer, the ageing profile of the receivable and historical experience.

Equity settled share-based payments (note 27)
The Group has utilised external valuation specialists to estimate the fair value of equity-settled share-based payment awards granted to certain members of management. The valuation requires the use of key assumptions, including share price volatility, the expected timing of a qualifying exit event and the resulting share price at exit. As these assumptions are inherently uncertain, changes in them could result in a material adjustment to the share-based payment charge recognised. Further details are provided in note 27.

Judgement is applied in determining the probability and timing of exit events and treatment of accelerated vesting.

Page 30


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements in applying accounting policies (continued)

Judgements

Deferred contingent consideration
As detailed in notes 18 and 19 deferred consideration of £5,227k is payable as at 31 December 2025 in respect of legacy acquisitions. Management have considered the underlying terms of related sale and purchase agreements which contain certain leaver clauses connected to the deferred contingent consideration and have determined that amounts payable under such clauses fall as purchase consideration rather than remuneration. Such leaver clauses were included as purely protective measures rather than being intended to provide remuneration to vendors subsequent to the acquisition. In addition, management have made estimates of the future trading performance of acquired entities which are subject to deferred contingent consideration clauses.

Turnover

Analysis of turnover by country of destination:

	Year ended 31 December 2025 Gross £000	Year ended 31 December 2025 Net £000	13 month period ended 31 December 2024 Gross £000	13 month period ended 31 December 2024 Net £000
United Kingdom	146,105	22,261	100,085	15,576
United States of America	152,782	20,390	108,746	14,773
Asia-Pacific region	116,440	13,525	74,586	8,770
Middle East and North Africa	10,582	1,268	9,308	982
	425,909	57,444	292,725	40,101

Trading exceptionals	2,218	1,015
Goodwill impairment charge (note 14)	13,490	2,188
Non-incremental transaction related costs	-	1,927
Share based payment charges related to leavers	1,092	-
	16,800	5,130

Exceptional administrative expenses include impairment and accelerated shared based payment charges for leavers, along with other non-recurring UK and overseas items.

Page 31


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Other operating income	994	26

Government support income of £980k was recognised within other income during the year, relating to the US Employee Retention Credit (ERC) scheme.

Depreciation of tangible fixed assets	526	311
Amortisation of intangible assets	19,042	13,558
Exchange differences	(2,876)	747
Goodwill impairment charge (note 14)	13,490	2,188
Other operating lease rentals	1,229	868
Equity-settled share based payments	2,054	631

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements	383	505
Fees payable to the company's auditor in respect of:
Accounts production	32	39
Company secretarial	1	2

Page 32


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Employees
	Staff costs, including directors' remuneration, were as follows:

			Group
		Group year ended 31 December 2025	13 month period ended 31 December 2024
		£000	£000


Wages and salaries	25,811	17,896
Social security costs	2,084	1,290
Cost of defined contribution scheme	1,353	810
Share based payment expense	2,054	631
	31,302	20,627

The average monthly number of employees, including the directors, during the year was as follows:

	Year ended 31 December	13 month period ended 31 December
	2025	2024
	No.	No.

Business units	280	302
Support Functions	180	186

	460	488

Page 33


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' emoluments	943	863
Group contributions to defined contribution pension schemes	60	41
	1,003	904

During the year, retirement benefits were accruing to 4 directors (2024: 3) in respect of defined contribution pension schemes.

The aggregate amount of total remuneration paid to the highest paid director was £264k (2024: £388k).

The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £28k (2024: £13k).

The directors do not believe it is practicable to apportion this amount between their services as directors of the company and as directors of other group companies.

Bank interest receivable	80	67
Foreign exchange gains on foreign denominated debt	2,334	-
	2,414	67

Page 34


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Bank interest payable	8,728	5,889
Interest on loan notes	1,195	755
Accretion expense on deferred and contingent consideration	874	340
Interest payable on preference shares treated as debt	13,923	8,950
Other interest costs	467	596
Loss on derivatives at fair value through profit or loss (note 21)	362	167
	25,549	16,697

Corporation tax
Current tax on profits for the year	1,605	1,968
Adjustments in respect of previous periods	(363)	-
Total current tax	1,242	1,968

Deferred tax
Origination and reversal of timing differences	(878)	(1,466)
Adjustment in respect of prior periods	(381)	-
Total deferred tax	(1,259)	(1,466)


		(17)	502

Page 35


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Taxation (continued)

Loss on ordinary activities before tax

(48,698)

(25,282)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	(12,175)	(6,321)
Effects of:
Non-tax deductible	11,378	7,153
Non-taxable income	-	(119)
Losses/CIR unrecognised	1,428	(7)
Effects of overseas tax rates	96	(204)
Adjustment in respect of prior periods	(744)	-
Total tax (credit)/charge for the year/period	(17)	502

Factors that may affect future tax charges

Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.

Page 36


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Intangible assets
	Group

	Computer Software & Software Developments	Brands	Goodwill	Total
	£000	£000	£000	£000
Cost
At 1 January 2025	1,311	30,655	160,577	192,543
Additions	525	-	-	525
At 31 December 2025	1,836	30,655	160,577	193,068
Amortisation
At 1 January 2025	251	2,133	13,363	15,747
Charge for the year	163	3,066	15,813	19,042
Impairment charge	-	-	13,490	13,490
At 31 December 2025	414	5,199	42,666	48,279
Net book value
At 31 December 2025	1,422	25,456	117,911	144,789
At 31 December 2024	1,060	28,522	147,214	176,796

Page 37


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


14.	Intangible assets (continued)

Amortisation on intangible assets is charged to administrative expenses. Impairment charges are included in Exceptional administrative expenses.

The parent company has no intangible assets.

Impairment of Goodwill

During the year, the group recognised an impairment charge of £13.5 million in relation to goodwill and acquired intangible assets.

The impairment was identified following the group’s annual impairment review conducted in accordance with FRS 102 Section 27 – Impairment of Assets.

The recoverable amount of each cash-generating unit (“CGU”) was determined based on value in use, using cash flow projections approved by management. The key assumptions applied in the value-in-use calculations include forecast Total Transaction Value (“TTV”) growth, net revenue margin percentage, overhead expenditure, working capital requirements, long-term growth rates and discount rates.

The value-in-use calculations used post-tax discount rates ranging from 10.6% to 15.0%, depending on the relevant CGU. Long-term growth rates applied beyond the forecast period were between 2.0% and 2.5%.

The impairment charge reflects the reassessment of forecast future cash flows across the group’s CGUs. The review resulted in impairments across the UK, USA, APAC and KSA CGUs.

Management considers that the key assumptions to which the value-in-use calculations are most sensitive are the discount rate, forecast TTV growth, net revenue margin percentage and overhead expenditure.

A reasonably possible adverse movement in key assumptions would result in additional impairment. An increase in the discount rate of approximately 0.25%, while holding all other assumptions constant, would increase the impairment charge from £13.5 million to approximately £16.7 million. A reduction in forecast TTV CAGR of approximately 0.8% would increase the impairment charge to approximately £16.6 million. Similar movements in forecast net margin assumptions would have a comparable impact on the impairment assessment.

Management continues to monitor performance and market conditions closely and updates its assumptions as appropriate.

Page 38


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Tangible fixed assets
	Group

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£000	£000	£000	£000
Cost or valuation
At 1 January 2025	105	141	980	1,226
Additions	22	11	219	252
Exchange adjustments	(15)	(21)	(25)	(61)
At 31 December 2025	112	131	1,174	1,417
Depreciation
At 1 January 2025	19	41	208	268
Charge for the year	42	56	428	526
Exchange adjustments	(16)	(22)	(12)	(50)
At 31 December 2025	45	75	624	744
Net book value
At 31 December 2025	67	56	550	673
At 31 December 2024	86	100	772	958

Page 39


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2025	110,912
	Capital contributions (note 27)	2,054
	At 31 December 2025	112,966
	Impairment
	At 1 January 2025	12,456
	Charge for the period	39,465
	At 31 December 2025	51,921
	Net book value
	At 31 December 2025	61,045

During the year, the company recognised an impairment charge of £39.5m (2024: £12.5m) on its investment in subsidiaries. The recoverable amount was determined on a value-in-use basis and an appropriate pre-tax discount rate in accordance with FRS 102. The corresponding group goodwill impairment is disclosed in note 14.

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

The Appointment Group Limited	Ordinary	100%
The Appointment Group (UK) Limited	Ordinary	100%
Events by Appointment Limited	Ordinary	100%
Leisure By Appointment Limited	Ordinary	100%
Music By Appointment Limited	Ordinary	100%
The Appointment Group LLC	Ordinary	100%
The Appointment Group (Australia) Pty Limited	Ordinary	100%
ET Travel Limited	Ordinary	100%
The Ultimate Event Company Limited	Ordinary	100%
Travel By Appointment Limited	Ordinary	100%
The Appointment Group Pte Limited	Ordinary	100%
The Appointment Group (NZ) Limited	Ordinary	100%
The Appointment Group for Travel and Tourism	Ordinary	100%
Sound Travels Limited	Ordinary	100%
Hamsard 3742 Limited	Ordinary	100%
Hamsard 3743 Limited	Ordinary	100%

Page 40


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings (continued)

Name

Class of shares

Holding

Hamsard 3744 Limited	Ordinary	100%
Hamsard 3745 Limited	Ordinary	100%
Project Global Topco Limited	Ordinary	100%
Project Global Bidco Limited	Ordinary	100%

Only Hamsard 3742 Limited is held directly.

The registered office and country of incorporation of Hamsard 3742 Limited, Hamsard 3743 Limited, Hamsard 3744 Limited, Hamsard 3745 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, E.T. Travel Limited, The Ultimate Event Company Limited and Travel By Appointment Limited is Linen House, 253 Kilburn House, 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.

The subsidiaries below have taken advantage of the exemption in relation to the audit of their financial statements under section 479A of the Companies Act 2006, Hamsard 3840 Limited has provided these companies with parental guarantees. The company has given guarantee for all outstanding liabilities to which the entities are subject to at the reporting date.

Hamsard 3745 Limited (registered number: 15461436)
Project Global Topco Limited (registered number: 11283952)
Project Global Bidco Limited (registered number: 11291364)

Page 41


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Due after more than one year
Other debtors	1,875	1,209	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000

Due within one year
Trade debtors	20,617	22,745	-	-
Other debtors	1,381	1,667	-	-
Prepayments and accrued income	3,593	3,654	-	-
Corporation tax asset	988	1,134	-	-
Deferred taxation	1,869	3,644	-	-
	28,448	32,844	-	-

Trade debtors are stated after provisions for impairment of £2.2m (2024: £1.4m).

18.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	1,531	1,498	-	-
Trade creditors	13,535	13,885	-	-
Other taxation and social security	22	259	-	-
Amounts owed to group undertakings	-	-	2,846	2,057
Other creditors	3,560	4,254	-	-
Director current accounts	6	-	-	-
Accruals and deferred income	8,286	7,003	16	3
Deferred contingent consideration	2,579	3,328	-	-
Derivative financial instruments	529	167	-	-
	30,048	30,394	2,862	2,060

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

Page 42


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Creditors: amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	73,968	70,870	-	-
Investors loan notes	11,150	9,955	-	-
Preference Shares treated as debt	129,910	115,986	129,910	115,986
Deferred contingent consideration	2,648	3,697	-	-
	217,676	200,508	129,910	115,986

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Amounts falling due within one year
Bank loans	1,531	1,498	-	-
Amounts falling due more than 5 years
Bank loans	73,968	70,870	-	-
Investors loan notes	11,150	9,955	-	-
Preference shares	129,910	115,986	129,910	115,986
	215,028	196,811	129,910	115,986
	216,559	198,309	129,910	115,986

Page 43


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Loans (continued)

Preference shares
108,886,731 preference shares of £0.01 each were issued for total consideration of £108.9 million, resulting in a share premium of £107.8 million.

The preference shares are accounted for as a financial liability as, under the terms of the company’s articles of association, they are redeemable immediately prior to an exit event or at the direction of the majority investor. The shares accrue a preferred return of 12% per annum, which is recognised using the effective interest method in accordance with FRS 102 Section 11.

At 31 December 2025, the carrying amount of the liability comprises:

∙nominal share capital of £1.1 million

∙share premium of £107.8 million

∙accrued preferred return of £21.0 million

giving a total liability of £129.9 million (2024: £116.0 million).

The liability is presented net of unamortised transaction costs, which are amortised using the effective interest method over the life of the instrument.

Investor loan notes
The company has issued unsecured loan notes with a carrying value of £11.2 million (2024: £10.0 million), maturing on 30 April 2031.

The loan notes carry an effective interest rate of 11.33% and are repayable in full at maturity. Interest is accrued using the effective interest method in accordance with FRS 102 Section 11.

The increase in the carrying value during the year reflects the accrual of interest recognised using the effective interest method.

Bank loans
At 31 December 2025, the group held three term loans and one revolving credit facility, all maturing in April/May 2031. The facilities comprise:

∙Two Sterling-denominated term loans of £30 million and £5 million

∙One US Dollar-denominated term loan of $44.0 million (£35 million equivalent at drawdown)

∙A revolving credit facility of £10 million, of which £8 million was drawn at the year end

The term loans are interest-only, with principal repayable in full at maturity. Interest is payable semi-annually and is linked to SONIA or SOFR plus a margin, ranging from 6.5% to 7.0% depending on the applicable period.

The revolving credit facility bears interest at SONIA plus a margin ranging from 3.25% to 3.75% and similarly matures in 2031.

Arrangement fees have been offset against the loan balances and are amortised over the term of the facilities 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, with foreign exchange movements recognised in the Consolidated Statement of Comprehensive Income.

The bank loans are secured against certain assets of the group.

At 31 December 2025, total bank loans amounted to £75.5 million (2024: £72.4 million), of which:

∙£1.5 million (2024: £1.5 million) is repayable within one year

Page 44


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Loans (continued)

∙£74.0 million (2024: £70.9 million) is repayable after more than five years

The year-on-year increase reflects the combined impact of:

∙interest accrued using the effective interest method, and

∙favourable foreign exchange movements on the US Dollar-denominated facility.

21.	Financial instruments
		Group	Group
		2025	2024
		£000	£000

Carrying amount of financial liabilities
Measured at fair value through profit or loss: Financial instruments	529	167
Contingent consideration	5,227	7,025
	5,756	7,192

Derivative financial instruments - Interest rate instruments

The group uses financial instruments to hedge the group's exposure to interest rate movements. These instruments are designated as economic hedges, though hedge accounting has not been applied.

The derivatives are interest rate caps and swaps and are not traded in active markets. These have been fair valued using observable forward interest rates corresponding to the maturity of the contract.

22.	Deferred taxation
		2025	2024
		£000	£000


At 1 January 2025	(5,351)	-
Arising on acquisition	-	(6,817)
Deferred tax credit to profit or loss	878	1,466
Adjustment in respect of prior years	381	-
	(4,092)	(5,351)

Page 45


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


Fixed asset timing differences	6,971	8,566
Short term timing differences	(16)	(615)
Losses & CIR	(2,860)	(2,582)
Other	(3)	(18)
	4,092	5,351

					2025	2024
					£000	£000

Comprising:
Asset (note 17)	1,869	3,644
Provision	(5,961)	(8,995)
	(4,092)	(5,351)

23.	Provisions
	Group

		Contingent liability
		£000

	At 1 January 2025	1,408
	At 31 December 2025	1,408

The provision relates to a US tax contingent liability recognised on acquisition in April 2024.

The provision reflects the group’s exposure to US branch profit tax, which remains subject to ongoing review. No adjustment has been made during the year, as there has been no change to the facts and circumstances extant at the point the prior year financial statements were signed off.

The ultimate outcome remains dependent on future clarification with the relevant tax authorities. The group continues to monitor developments and will adjust the provision as necessary should additional information become available.

Page 46


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Analysis of net debt

		At 1 January 2025	Cash flows	Other non-cash changes	At 31 December 2025
		£000	£000	£000	£000

Cash and cash equivalents	6,058	2,009	(197)	7,870
Bank loans	(72,368)	3,217	(6,348)	(75,499)
Shareholder loans	(9,955)	-	(1,195)	(11,150)
Preference shares	(115,986)	-	(13,924)	(129,910)
	(192,251)	5,226	(21,664)	(208,689)

Other non-cash changes mainly represent interest expense charges and foreign exchange movements.

25.	Share capital
		2025	2024
		£000	£000

Allotted, called up and fully paid

728,629 (2024: 728,629) A ordinary shares of £0.01 each	7	7
51,371 (2024: 51,371) B ordinary shares of £0.01 each	1	1
195,500 (2024: 144,500) C ordinary shares of £0.01 each	2	1

	10	9

During 2025, a total of 51,000 C Ordinary shares of £0.01 each were issued for a total consideration of £164,000. Consequently, at 31 December 2025, the company had 195,500 C Ordinary shares in issue (2024: 144,500).

At 31 December 2025, share capital totalled £9,755 (2024: £9,245) and share premium totalled £1,349,000 (2024: £1,186,000).

26.

Reserves

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid when the company's shares are issued at an amount in excess of nominal value.

Share-based payment reserve

Share option reserve relates to the accumulated cost of share option agreements to the company.

Retained losses

This reserve relates to the cumulative retained losses less amounts distributed to shareholders.

Page 47


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

27.	Share-based payments
	During the year, the group granted equity-settled C Ordinary Shares to certain employees under a share-based payment arrangement. Awards vest upon continued employment and the occurrence of a future exit event. There is no obligation to settle the awards in cash.

The share-based payment charge has been disclosed in note 7.

	Weighted average exercise price 2025 (£)	2025 Number (000)	Weighted average exercise price 2024 (£)	2024 Number (000)
Outstanding at the beginning of the year	4.25	145	-	-

Granted during the year	3.76	41	4.25	145
Exercised during the year	-	-	-	-
Expired during the year	1.00	(10)	-	-
Outstanding at the end of the year	4.32	176	4.25	145

The fair value of the C Ordinary Shares issued during the year was determined at the grant date using the Monte Carlo option pricing model in accordance with FRS 102 Section 26.19. Management believe that this method provides a reliable measure of fair value as it is a widely accepted valuation technique, uses observable market data where available, and reflects company-specific assumptions relevant to the awards.

28.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £1,353k (2024: £810k). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the reporting date and are included in creditors.

Page 48


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


29.	Commitments under operating leases
	At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000


Not later than 1 year	934	1,036	-	-
Later than 1 year and not later than 5 years	1,022	1,404	-	-
	1,956	2,440	-	-

30.	Financial commitments, guarantees and contingent liabilities

The company is party to a unilateral guarantee in respect of the loan notes of Hamsard 3742 Limited. The total potential liability under the guarantee amounted to £11,150k (2024: £9,954k) at 31 December 2025.

The company is party to a unilateral guarantee in respect of the bank loans of Hamsard 3744 Limited. At the end of the year, the total potential liability under the bank guarantee amounted to £75,499k (2024: £74,406k).

31.	Subsequent events

On 19 February 2026, a further 20,000 Ordinary £0.01 shares were issued at a price of £2 a share.

32.

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.

During the year, the company rented office space from a managing agent with which the company has a director in common, and is therefore considered a related party. The rental agreement was at market rates determined through a third-party valuation. No rental charges were incurred during the year (2024: £91k), and no balances were outstanding at 31 December 2025 (2024: £Nil).

At 31 December 2025, balances owed to the company by directors totalled £Nil (2024: £1k). Balances owed by the company to directors totalled £6k (2024: £6k). The director loan accounts are interest free, repayable on demand and unsecured.

During the year, the company incurred monitoring fees of £128k (2024: £56k) payable to ECI LLP, its ultimate controlling party. These costs are included within administrative expenses. No balances were outstanding at the year end (2024: £Nil).

The group also has an interest-bearing advance to a related party officer within its US subsidiary, with an outstanding balance of approximately £1.0m at 31 December 2025 (2024: £0.9m). The loan bears interest and is repayable in accordance with its contractual terms.

Page 49


HAMSARD 3840 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

32.	Related party transactions (continued)

Directors and key management personnel of the company booked private travel through the company for themselves and their close family members during the year. These transactions were conducted on normal commercial terms and were no more favourable than those available to unrelated third parties. The total value of transactions during the year was £50k (2024: £67k), which is included within gross turnover and cost of sales (note 4). No balances were outstanding at 31 December 2025 (2024: £Nil).

At 31 December 2025, preference shares with a carrying amount of £19,083k (2024: £17,038k), including accrued interest of £3,359k (2024: £1,314k), were held by members of senior management. The shares accrue interest at a fixed annual compounding rate of 12% and are redeemable on 12 April 2031. No dividends were declared or paid during the year.

During the year, Hamsard 3744 Limited advanced loans of £113,000 to certain directors and senior management to facilitate participation in the group's Management Incentive Plan through the subscription for C Ordinary shares in Hamsard 3840 Limited. The loans are unsecured and bear interest at commercial rates.

33.	Controlling party

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

Page 50