Registered number: 01747522
FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the Strategic Report for The Appointment Group (UK) Limited for the year ended 31 December 2025.
The Appointment Group (UK) Limited ("TAG") is a subsidiary of The Appointment Group Limited and includes the following trading divisions in the UK:
1. Touring: TAG is a global leader in providing travel management services for music tours from worldwide established major music artists and bands through to new acts.
2. Corporate: TAG brings the high touch service of its entertainment & media division to its corporate customers across a range of sectors including hedge funds, private equity, management consulting, banking, finance and entertainment as well as senior C-suite personnel.
3. Events: TAG provides event organisation including conferences, product launches, incentive travel, celebrations and activity days for both corporate and private customers.
4. Production: TAG has a dedicated Production division that specialises in managing travel and logistics for major film and television companies along with independent studios.
5. Sport: TAG partners with professional athletes, sports teams and organisations worldwide to deliver seamless, end-to-end sports travel and logistics.
The performance of the company for the year ended 31 December 2025 is as follows:
The company monitors a number of financial key performance indicators in respect of the sales, profit and cash performance of the company. This is primarily achieved through the comprehensive weekly and monthly monitoring of sales volumes and value and regular analysis and forecasting of cash receipts and payments. Profit for the year increased to £5,501k (2024: £4,682k) due to favourable share-based payment and tax movements. The company also monitors non-financial key performance indicators in respect of feedback from its employees and clients through a net promoter score. An employee survey was performed globally in 2025 resulting in a 'very good' average score.
The cash increase is primarily driven by the timing of the BSP settlement, which occurs after year-end in the current financial year, compared to the prior year. The company has a BSP creditor of £1,396k (2024: £1,535k) as of 31 December 2025 (see note 16).
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Business review and key performance indicators (continued)
Adjusted EBITDA is earnings before exceptional items, interest, tax, depreciation, and amortisation. During the financial year adjusted EBITDA fell to £6,942k (2024: £8,091k). The operating profit and adjusted EBITDA include exceptional costs of £1,130k (2024: £1,098k) and share-based payments of £212k (2024: £692k). Exceptional costs mainly consist of items related to post-transaction and project deliveries. Challenging market conditions and investment in staff primarily drove the decrease in EBITDA.
The principal risks and uncertainties arising from both internal and external factors that could impact the company's performance and the related mitigating activities to manage that risk are considered below. The company has risk management processes to identify, monitor and evaluate such issues as they emerge, enabling the board to take appropriate action where possible.
Economic and market risk
The economic environment has an impact on the performance of the company. Uncertainty remained in 2025 surrounding the state of the global economy and remains front and centre and rising prices could impact the level of demand for the company's services.
Further, the company is exposed to market risks associated with the operations of competitor travel management companies and key suppliers.
The company continues to perform well when compared to its peers and continues to focus on offering a high quality, high-touch service to its clients. The company's processes and continued investment in technology allow it to be well placed to react to changes in market conditions.
The instability surrounding the war in Ukraine, the Middle East conflict, oil price fluctuations, and the inflationary and interest rate pressures are identified as significant risks. Additionally, the potential impact of changing global tariff policies pose a further business risk. Businesses may face uncertainty in planning and forecasting due to the volatility associated with tariff changes, affecting investment decisions and overall market stability. The directors continue to keep these matters under review and consider their impact on the business.
Currency risk
Fluctuations in foreign exchange rates can impact performance however this is perceived to be minimal for the company. The company largely adopts natural and contracted hedges to mitigate this risk.
Credit risk
The company's main credit risk relates to the recoverability of amounts owed by trade debtors. The directors set credit limits and terms for all trade debtors based on third party reference and payment history of new and existing trade debtors. These are reviewed on a regular basis.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
Liquidity risk
The availability of sufficient working capital and banking facilities is key to ensuring the company can meet its obligations and to support investment plans to drive long term growth. The directors regularly review both short and long term cash flow as well as performance forecasts to effectively manage liquidity.
Liquidity risk
The availability of sufficient working capital and banking facilities is key to ensuring the company can meet its obligations and to support investment plans to drive long term growth. The directors regularly review both short and long term cash flow as well as performance forecasts to effectively manage liquidity.
Regulatory risk
The company is subject to regulatory requirements relevant to the travel industry. Failure to adhere to these requirements can have a significant impact on the company's trading ability as well as resulting in fines. The directors, with support of relevant third-party advisers regularly review the regulatory environment and requirements of the company, ensuring internal processes are sufficient and appropriate to allow adherence to these requirements.
Cyber risk
Cyber risk
Cyber threats are identified as a risk to the company. The company is PCI-compliant and proactively managing risks associated with data loss, GDPR, and phishing attacks. The company has two-factor authentication, and there is regular communication/training for identifying and avoiding phishing attacks.
The long-term outlook for the UK markets served by the company continues to be strong. The UK music touring and film and TV production industries are continuing to grow with a number of significant artists and bands playing in the UK in both stadiums and festivals. Similarly, a number of TV and film companies are choosing the UK over other countries thanks to Government incentives such as the UK Global Screen Fund which helps the development, production and distribution of UK screen content.
As required by Section 172 of the UK's Companies Act, a director of a company must act in the way he 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.
The annual budget and strategic plan for the next financial year is produced prior to the end of the current financial year.
The board undertakes monthly meetings in which the performance against budget and strategic plans of the business are reviewed in detail.
The annual budget and strategic plan for the next financial year is produced prior to the end of the current financial year.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
S172 reporting disclosure (continued)
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.
Impact on community and environment
The business undertakes regular charity fundraising events across all regions. ESG remains a key focus for the company and the group has an ESG strategy focusing on reducing its carbon footprint.
Reputation
The company has invested heavily in its values programme and all employees are encouraged to operate within the values framework. All employees are required to undertake a half yearly and annual 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:
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.
Impact on community and environment
The business undertakes regular charity fundraising events across all regions. ESG remains a key focus for the company and the group has an ESG strategy focusing on reducing its carbon footprint.
Reputation
The company has invested heavily in its values programme and all employees are encouraged to operate within the values framework. All employees are required to undertake a half yearly and annual 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.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The principal activity of the company continued to be that of a travel management agent.
The company's gross turnover for the year ended 31 December 2025 was £144,820k (2024: £143,756k), net turnover was £21,308k (2024: £21,327k), and profit before taxation for the year ended 31 December 2025 was £5,129k (2024: £5,039k). The profit for the year after taxation amounted to £5,501k (2024: £4,682k).
During the year, the company declared and paid a dividend in specie of £5.1m (2024: £Nil). Please see note 10 for more information. The directors did not recommend the payment of a cash dividend (2024: £Nil).
The directors who served during the year, and up to the date of signing this report, were:
F A Stratford was appointed as director after the year end on 30 April 2026.
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THE APPOINTMENT GROUP (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There are no significant events affecting the company post year end.
The financial statements of the company have been prepared on a going concern basis in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. This reflects the continuity of business activities and the realisation of assets and the settlement of liabilities in the normal course of business. The company's business activities, along with factors likely to affect its future development, performance and position are set out in the Strategic Report.
The company is a subsidiary of Hamsard 3840 Limited. The wider Hamsard 3840 group’s debt facilities and working capital are managed on a group basis, and as such going concern has been assessed on a group basis.
A letter of support has been received by the company, from the ultimate parent company Hamsard 3840 Limited, confirming that sufficient working capital will be provided to allow the company to continue in business and meet its financial obligations for at least twelve months from the date of the signing of the annual accounts, if, for any reason, the company becomes reliant on group support.
The directors have assessed the group’s ability to continue as a going concern for a period of at least 12 months from the date of signing these financial statements, taking into account the financial position of the group and its ability to meet its liabilities as they fall due.
The group's senior debt facilities are repayable in 2031.
As part of the going concern assessment, the directors have prepared detailed trading forecasts for the period to 30 September 2027. In addition, the directors have performed sensitivity analysis to account for potential downside scenarios. These forecasts and sensitivities indicate the group will continue to deliver sufficient headroom on its institutional debt covenants over the going concern assessment period.
Based on these assessments, the directors conclude that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis.
The company is a subsidiary of Hamsard 3840 Limited. The wider Hamsard 3840 group’s debt facilities and working capital are managed on a group basis, and as such going concern has been assessed on a group basis.
A letter of support has been received by the company, from the ultimate parent company Hamsard 3840 Limited, confirming that sufficient working capital will be provided to allow the company to continue in business and meet its financial obligations for at least twelve months from the date of the signing of the annual accounts, if, for any reason, the company becomes reliant on group support.
The directors have assessed the group’s ability to continue as a going concern for a period of at least 12 months from the date of signing these financial statements, taking into account the financial position of the group and its ability to meet its liabilities as they fall due.
The group's senior debt facilities are repayable in 2031.
As part of the going concern assessment, the directors have prepared detailed trading forecasts for the period to 30 September 2027. In addition, the directors have performed sensitivity analysis to account for potential downside scenarios. These forecasts and sensitivities indicate the group will continue to deliver sufficient headroom on its institutional debt covenants over the going concern assessment period.
Based on these assessments, the directors conclude that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis.
The company does not meet the size threshold required for SECR disclosures per Companies Act 2006 and has therefore taken the exemption available.
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THE APPOINTMENT GROUP (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditor, Grant Thornton UK LLP, was appointed in 2024 and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP (UK) LIMITED
We are responsible for concluding on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as global economic uncertainty as a result of the implementation of tariffs and low level of UK economic growth, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP (UK) LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP (UK) LIMITED (CONTINUED)
Matters on which we are required to report by exception
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP (UK) LIMITED (CONTINUED)
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP (UK) LIMITED (CONTINUED)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 13
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 36 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Appointment Group (UK) Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 01747522, and its registered head office is located at The Linen House, 253 Kilburn Lane, London, W10 4BQ.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company is a subsidiary of Hamsard 3840 Limited. The wider Hamsard 3840 group’s debt facilities and working capital are managed on a group basis, and as such going concern has been assessed on a group basis.
A letter of support has been received by the company, from the ultimate parent company Hamsard 3840 Limited, confirming that sufficient working capital will be provided to allow the company to continue in business and meet its financial obligations for at least twelve months from the date of the signing of the annual accounts, if, for any reason, the company becomes reliant on group support.
The directors have assessed the group’s ability to continue as a going concern for a period of at least 12 months from the date of signing these financial statements, taking into account the financial position of the group and its ability to meet its liabilities as they fall due.
The group's senior debt facilities are repayable in 2031.
As part of the going concern assessment, the directors have prepared detailed trading forecasts for the period to 31 December 2027. In addition, the directors have performed sensitivity analysis to account for potential downside scenarios. These forecasts and sensitivities indicate the group will continue to deliver sufficient headroom on its institutional debt covenants over the going concern assessment period.
Based on these assessments, the directors conclude that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis.
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 except when deferred in other comprehensive income as qualifying cash flow hedges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover 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.
Gross turnover (note 4)
To provide the users of the financial statements with a measure of the gross value of the business, the gross value of all sales transactions is shown as a memorandum item in the business review under the Strategic Report. Total transaction value (TTV) does not represent statutory turnover in accordance with section 23 of FRS102. In most transactions, the company acts as an agent. In such cases, total transaction value represents the price at which products or services are sold, including any service fee, excluding commissions paid to third party distributors and any associated sales tax.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
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:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is provided on the following 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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Equity settled share based payments over the company's ultimate parent company's shares are measured at fair value at the date of grant. The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight line basis over the vesting period. The expense in relation to the parent company's shares granted to employees is recognised by the company as a capital contribution and presented as an increase in the parent's investment in that subsidiary.
The company has elected to recognise and measure its share based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts based upon where the employees sit within the group.
The company has taken advantage of the FRS 102 disclosure exemptions available to qualifying entities, under Section 26 in respect of share-based payments on the basis that (i) it is a subsidiary and the share-based payment concerns equity instruments of the parent entity, and (ii) its ultimate parent company, Hamsard 3840 Limited, includes share-based payment disclosure in its consolidated financial statements.
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.
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:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Revenue recognition
The directors consider whether the company is acting as "agent" or "principal" for revenue earned in its travel and management services provided. Where they act as principal the associated sales and cost of sales are recognised gross in the Statement of Comprehensive Income and where they act as agent the associated sales and cost of sales are recognised net in the Statement of Comprehensive Income. Although FRS 102 provides limited guidance regarding principal vs agent considerations, the directors have considered previous UK GAAP guidance and IFRS guidance.
Impairment of trade receivables (note 14)
The company makes an estimate of the recoverable value of trade debtors being £5,086k (2024: £5,727k). When assessing impairment, management considers factors including the current credit rating of the customer, the ageing profile of the receivable and historical experience.
Recoverability of intra-group loans (note 14)
The company has provided loans to fellow group companies of £28,266k (2024: £26,384k) which are repayable on demand. Loans are impaired to their recoverable value should the counterparty not have sufficient resources to repay the loan on demand after taking all possible steps including the sale of trade and assets.
Alternative Performance Measures (APMs)
The directors exercise judgement in determining adjustments to apply to FRS 102 measurements in order to derive suitable APMs which are used by management to provide additional information on the trends and performance of the group. The directors believe that Adjusted EBITDA is a key APM. This measure is used for performance analysis by the board, is not defined by FRS 102 and not intended to be a substitute from FRS 102 measurements. They may not be directly comparable with other companies' APMs.
Equity settled share based payments
Estimates have been made to value the equity settled share based payments at the grant date. The key assumptions used centre on the share price volatility associated with company's share price and the timing of a qualifying 'exit event' of the company. Further details on share based payments can be found within note 5.
Key judgements
In the process of preparing the financial statements, no significant judgements were applied.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year, retirement benefits were accruing to 3 directors (2024: 2) in respect of defined contribution pension schemes.
The aggregate amount of total remuneration paid to the highest paid director was £320k, (2024: £388k) and contribution to pension scheme for that director amount to £25k (2024: £13k).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Share premium account
Capital contribution
Share option reserve
Retained earnings
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).
The fair value of the share-based payment has been recognised as an expense in the profit and loss account, with a corresponding increase in equity, as a capital contribution from the parent.
The company has taken advantage of the disclosure exemptions available under FRS 102 in relation to share-based payments, as full disclosure is provided in the consolidated financial statements of Hamsard 3840 Limited, which are publicly available.
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £418 k (2024: £420 k). Contributions totalling £68 k (2024: £64 k) were payable to the fund at the Balance Sheet date and are included in creditors.
Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's ultimate parent undertaking is
The largest group in which results of the company are consolidated is that headed by
The company's ultimate controlling party was
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