ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 03228538

THE APPOINTMENT GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


THE APPOINTMENT GROUP LIMITED

COMPANY INFORMATION

Directors	J McLaughlin
	F A Stratford


Registered number	03228538


Registered office	The 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


THE APPOINTMENT GROUP LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 6
Directors' Report	7 - 10
Directors' Responsibilities Statement	11
Independent Auditor's Report	12 - 16
Consolidated Statement of Comprehensive Income	17
Consolidated Balance Sheet	18
Company Balance Sheet	19
Consolidated Statement of Changes in Equity	20
Company Statement of Changes in Equity	21
Consolidated Statement of Cash Flows	22 - 23
Notes to the Financial Statements	24 - 48


THE APPOINTMENT GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Group Strategic Report for The Appointment Group Limited for the year ended 31 December 2025.

The Appointment Group Limited, together with its trading subsidiaries (“TAG”), is a leading specialist global travel and event management company.

In April 2024, TAG was acquired by Hamsard 3840 Limited, together the "H3840 Group", which is managed from a consolidated perspective.

Principal activities

The business operates the following core divisions:

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 on their first tour.

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.Private Travel: TAG's private travel division provides a luxury travel and concierge service creating bespoke escapes for high net-worth individuals, celebrities and VIPs.

5.Production: TAG has a dedicated production division that specialises in managing travel and logistics for major film and television companies along with independent studios.

6.Sports: TAG’s Sports division works with professional sports teams and global sports tournaments providing dedicated travel management for complex and detailed itinerary movement.

Page 1


THE APPOINTMENT GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Business review

For the year ended 31 December 2025, The Appointment Group Limited delivered a solid performance, reflecting the strength of its core operations during a period of continued investment in the business to support future growth.

Total Transaction Value (“TTV”), representing the total value of travel services sold, was £425.9 million (2024: £433.5 million). The modest reduction reflects slightly lower transaction volumes across certain markets, while overall activity remained broadly stable.

Statutory turnover was £57.4 million (2024: £58.7 million). Net turnover to TTV margin remained consistent at 13.5% (2024: 13.5%), demonstrating stable revenue conversion despite the reduction in TTV.

Administrative expenses, including depreciation and amortisation, increased to £48.6 million (2024: £46.5 million), reflecting continued investment in business development, technology and operational capacity to support future demand. Exceptional items, which are presented separately from administrative expenses, were £1.8 million (2024: £3.0 million) and related to strategic growth initiatives and enhanced financial governance.

Other operating income increased to £1.0 million (2024: £26k) reflecting non-recurring income recognised in the year. Foreign exchange gains of £0.3 million (2024: loss of £0.9 million) were also recorded. After separately presented exceptional items, the resulting operating profit was £8.1 million (2024: £9.3 million).

Net interest payable increased to £0.8 million (2024: £0.6 million). Profit before taxation was £7.3 million (2024: £8.7 million). The tax charge for the year was £0.8 million (2024: £0.8 million), resulting in a profit for the year of £6.5 million (2024: £7.9 million).

At the balance sheet date, total fixed assets decreased to £13.0 million (2024: £15.5 million) principally through amortisation of intangible assets. Current assets rose to £56.0 million (2024: £48.7 million), including cash at bank and in hand of £7.8 million (2024: £5.7 million). The increase in cash reflects strong operating cash generation, partly offset by deferred consideration payments on prior acquisitions.

Current liabilities were £31.9 million (2024: £32.1 million), resulting in net current assets of £24.1 million (2024: £16.6 million). Debtors due after more than one year were £1.9 million (2024: £1.2 million) and creditors due after more than one year were £2.6 million (2024: £3.9 million).

Net assets increased to £34.5 million (2024: £28.2 million), reflecting the profit for the year, share movements, partly offset by adverse currency translation on overseas operations.

During the year, the H3840 Group completed a reorganisation of its intra-group funding arrangements, the effect of which was to recapitalise the balance sheet of the group's Australian subsidiary. Balances owed by that company to fellow group undertakings were converted into share capital, increasing its issued share capital by A$24.0 million. As part of the same series of transactions, the company received investment income of £5.1 million by way of dividend from one of its UK subsidiary undertakings.

These are transactions between members of the H3840 Group. With the exception of the share issue described below, they are eliminated in full on consolidation in accordance with FRS 102 and have no effect on the group's turnover, profit for the year, net assets or cash flows. The issue by the company of 2 D ordinary shares for total consideration of £890,625, satisfied by the capitalisation of an amount owed to Project Global Bidco Limited, its immediate parent undertaking, increased the group's share capital and share premium, and therefore its net assets, by £0.9 million; no cash consideration was received.

The reorganisation strengthened the capital position of the group's Australian operations and simplified the wider H3840 Group's intra-group funding structure. The related movement in the company's investment in subsidiary undertakings is set out in note 16 and the share issue is described in note 22.

Page 2


THE APPOINTMENT GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Business review (continued)

The directors consider that the group’s financial position remains sound, with a positive working capital position, increased liquidity and continued cash generation. The group remains focused on operational efficiency, effective cash management and maintaining its service and execution capability across its core markets.

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, foreign exchange and exceptional items.

The performance of TAG for the year ended 31 December 2025 was as follows:

	2025	2024
	£000	£000

Operating profit	8,057	9,264
Add back: depreciation	527	443
Add back: amortisation	2,959	3,208
Add back: exceptional costs	1,831	1,248
Add back: annual share based payment	555	2,090
Add back/(deduct): foreign exchange	(260)	904
Adjusted EBITDA*	13,669	17,157

*Earnings before interest, taxation, depreciation, amortisation, foreign exchange, share-based payments charge and exceptional items.

Adjusted EBITDA decreased by £3.5 million, from £17.2 million in 2024 to £13.7 million in 2025, reflecting lower transaction volumes in certain markets and continued investment in technology, business development and operational infrastructure during the year.

Page 3


THE APPOINTMENT GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Key performance indicators and alternative measures (continued)

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 for FRS 102 measures. They may not be directly comparable with other companies' APMs.

Principal risks and uncertainties

The principal risks and uncertainties arising from both internal and external factors that could impact the H3840 Group's performance and the related mitigating activities to manage that risk are considered below. The H3840 Group 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

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

Currency risk

Fluctuations in foreign exchange rates can impact performance however this is perceived to be minimal for the group. The group adopts natural and contracted hedges to mitigate this risk.

Credit risk

The H3840 Group’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.

Supplier and pricing risk

The H3840 Group is exposed to changes in supplier pricing models, including airline and hotel distribution structures, that can affect margins.

Liquidity risk

The availability of sufficient working capital and banking facilities is key to ensuring the H3840 Group 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 H3840 Group is subject to regulatory requirements relevant to the travel industry. Failure to adhere to these requirements can have a significant impact on the group’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 group, ensuring internal processes are sufficient and appropriate to allow adherence to these requirements.

Cyber risk

Cyber threats are identified as a risk to the H3840 Group. The H3840 Group is PCI compliant and proactively managing risks associated with data loss, GDPR, and phishing attacks. The group has two-factor authentication, and there is regular communication/training for identifying and avoiding phishing attacks.

Geopolitical risk

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

Page 4


THE APPOINTMENT GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Group strategy and outlook

The H3840 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 H3840 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.

S172 reporting disclosure

As required by Section 172 of the UK's Companies Act 2006, a director of a company must act in the way they consider, 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 group's employees;

−need to foster the group's business relationships with suppliers, customers and others;

−impact of the group's operations on the community and environment;

−group's reputation for high standards of business conduct; and

−need to act fairly between members of the group.

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 group'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.

Page 5


THE APPOINTMENT GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

S172 reporting disclosure (continued)

Fostering business relationships

The directors actively manage relationships with customers, suppliers and other key stakeholders. The board is apprised of all key developments with our various stakeholders.

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: 4 September 2026

Page 6


THE APPOINTMENT GROUP LIMITED

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.

Principal activity

The principal activity of the company during the year under review was that of the holding company of the group's trading subsidiaries.

The principal activity of the group during the year under review was that of a group of travel management companies.

Results and dividends

The group’s turnover for the year to 31 December 2025 was £57,444k (2024: £58,677k) and the profit after taxation was £6,489k (2024: £7,870k). The directors do not recommend a dividend for the year (2024: £Nil).

Directors

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

J McLaughlin (appointed 14 July 2025)

S A R Hughes (resigned 14 July 2025)

J L Penny (resigned 30 January 2026)

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

Qualifying third party indemnity provisions

The group has indemnified, by means of directors’ and officers’ liability insurance, one or more directors of the company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provision was in force during the year and is in force as at the date of approving the Directors’ Report.

Future developments

The group intends to continue the development of its business across its core divisions of Touring, Corporate, Events, Private Travel, Production and Sports. The directors expect demand in the group's principal markets to remain resilient, supported by continued activity in live entertainment, film and television production, and corporate travel.

In 2026, the group will continue to focus on:

∙the ongoing development of its technology platforms to support service delivery and operational efficiency;

∙maintaining an appropriate operating cost base across its territories;

∙the development and retention of its people, including leadership succession planning and employee engagement programmes; and

∙further developing its presence in overseas markets.

The directors believe these areas of focus will support the long-term development of the group.

Page 7

THE APPOINTMENT GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Going concern

The consolidated financial statements of The Appointment Group Limited have been prepared on a going concern basis in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. This reflects the directors' assessment that the group will continue in operational existence for the foreseeable future, enabling the realisation of assets and settlement of liabilities in the normal course of business.

The group is a member of the wider group headed by Hamsard 3840 Limited, referred to as the H3840 Group. Following the acquisition and refinancing undertaken by the H3840 Group in April 2024, the senior debt facilities are repayable in 2031. The H3840 Group's debt facilities and working capital are managed centrally, and the directors have considered the financial position and liquidity of both the group and the H3840 Group in forming their going concern assessment.

In assessing going concern, the directors have prepared detailed consolidated trading forecasts for the H3840 Group covering a period extending to 30 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 H3840 Group's liquidity and covenant compliance. These scenarios incorporate potential mitigating actions which would be implemented in such circumstances.

The forecasts and sensitivities indicate that the group and the H3840 Group are expected to maintain sufficient liquidity and covenant headroom throughout the going concern assessment period.

Based on these assessments, the directors have a reasonable expectation that both the group and the H3840 Group have 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 research and development, particularly in new product development, process improvement and the enhancement of its technology platforms. Development expenditure of £0.7 million was capitalised in the year (2024: £0.3 million). These activities are aimed at strengthening the group's competitive position and supporting its long-term growth.

Employee disability

Applications for employment by disabled persons are always fully considered, bearing in mind the skills and qualifications of the applicant. Should any employee of the group become disabled during their employment, the group will make every effort to ensure that employee can be retrained. The group will also make reasonable adjustments to the employee’s working environment where possible, in order to keep the employee with the group. It is the policy of the group that the recruitment, training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Page 8

THE APPOINTMENT GROUP 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, 2 and 3 emissions based on SECR Legislation, an appropriate intensity metric and the total energy use of electricity, gas and transport fuel for the year ended 31 December 2025 and for the year ended 31 December 2024.

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.

The CO2 figures were calculated using the UK government “Greenhouse gas reporting: conversion factors for the relevant year.

	2025	2024
Energy consumption used to calculate emissions (kWh)	117,479	146,790
Emissions from combustion of gas tCO2e (Scope 1)	-	-
Emissions from combustion of fuel for transport purposes tCO2e (Scope 1)	-	-
Emissions from purchased electricity tCO2e (Scope 2)	20.8	30.4
Emissions from business travel in rental cars or employee - owned vehicles where company is responsible for purchasing the fuel tCO2e (Scope 3)	2.6	0.7
Total gross tCO2e based on above	23.4	31.1
Intensity ratio (tCO2e/£m Turnover)	0.4 tCO2e per £1m revenue	0.5 tCO2e per £1m revenue

The group’s total gross emissions for 2025 were 23.4 tCO2e (2024: 31.1 tCO2e). The decrease principally reflects reduced electricity consumption across the group's UK facilities and the increased proportion of electricity sourced from renewable providers, partly offset by higher business travel emissions.

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 company 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. This shift is aligned with our wider ESG (Environmental, Social and Governance) objectives and the long-term sustainability priorities of our ownership group.

The group 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.

Page 9

THE APPOINTMENT GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action (continued)

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.

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 Group Strategic Report in accordance with Section 414C of the Companies Act 2006.

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 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.

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

Subsequent events

There are no subsequent events in relation to The Appointment Group Limited and its subsidiaries.

Auditor

The auditor, Grant Thornton UK LLP, 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.

J McLaughlin

Director

Date: 4 September 2026

Page 10


THE APPOINTMENT GROUP 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 year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company 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.

Page 11

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP LIMITED

Opinion

We have audited the financial statements of The Appointment Group 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 and company Balance Sheets, the Consolidated and 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 profit 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 and the parent company's financial resources or ability to continue operations over the going concern period.

Page 12

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP 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 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 Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Page 13

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP 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 Group 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 11, 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 14

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP 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 irregulates and fraud

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

−Challenging assumptions and judgements made by management in the company’s significant accountings 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 15

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE APPOINTMENT GROUP 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

4 September 2026

Page 16


THE APPOINTMENT GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

		As restated
	2025	2024
Note	£000	£000


Turnover	4	57,444	58,677
Gross profit		57,444	58,677
Administrative expenses - other		(48,550)	(46,470)
Exceptional administrative expenses	5	(1,831)	(2,969)
Administrative expenses - total		(50,381)	(49,439)
Other operating income	6	994	26
Operating profit	7	8,057	9,264
Interest receivable and similar income	11	80	71
Interest payable and similar expenses	12	(867)	(632)
Profit before taxation		7,270	8,703
Taxation on profit	13	(781)	(833)
Profit for the financial year		6,489	7,870


Currency translation differences	(1,645)	205
Total comprehensive income for the year	4,844	8,075

The notes on pages 24 to 48 form part of these financial statements.

Page 17


THE APPOINTMENT GROUP LIMITED REGISTERED NUMBER:03228538

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Intangible assets	14		12,310		14,555
Tangible assets	15		672		959
			12,982		15,514
Current assets
Debtors: amounts falling due after more than one year	17	1,875		1,209
Debtors: amounts due within one year	17	46,330		41,853
Cash and cash equivalents		7,834		5,663
		56,039		48,725
Creditors: amounts falling due within one year	18	(31,894)		(32,114)
Net current assets			24,145		16,611
Total assets less current liabilities			37,127		32,125
Creditors: amounts falling due after more than one year	19		(2,648)		(3,936)
Net assets			34,479		28,189

Capital and reserves
Called up share capital	22	60	60
Share premium account	23	3,889	2,998
Capital redemption reserve	23	6	6
Other reserves	23	(985)	(985)
Share based payment reserve	23	977	422
Retained earnings	23	30,532	25,688
Total equity		34,479	28,189

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

J McLaughlin

Director

Date: 4 September 2026

The notes on pages 24 to 48 form part of these financial statements.

Page 18


THE APPOINTMENT GROUP LIMITED REGISTERED NUMBER:03228538

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Investments	16		24,057		12,165
Current assets
Debtors: amounts falling due within one year	17	5		-
Cash and cash equivalents		7		7
		12		7
Creditors: amounts falling due within one year	18	(22,352)		(16,611)
Net current liabilities			(22,340)		(16,604)
Total assets less current liabilities			1,717		(4,439)


Net assets/(liabilities)			1,717		(4,439)

Capital and reserves
Called up share capital	22	60	60
Share premium account	23	3,889	2,998
Capital redemption reserve	23	6	6
Other reserves	23	(1,160)	(1,160)
Share based payment reserve	23	-	52
Retained losses	23	(1,078)	(6,395)
Total equity		1,717	(4,439)

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 profit after tax of the parent company for the year was £5,317k (2024: loss of £82k).

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

J McLaughlin

Director

Date: 4 September 2026

The notes on pages 24 to 48 form part of these financial statements.

Page 19

		THE APPOINTMENT GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Other reserves	Share based payment reserve	Retained earnings	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 January 2024	60	2,998	6	(985)	2,729	13,557	18,365
Comprehensive income for the year
Profit for the year	-	-	-	-	-	7,870	7,870
Currency translation differences	-	-	-	-	-	205	205
Total comprehensive income for the year	-	-	-	-	-	8,075	8,075
Contributions by and distributions to owners
Equity settled share based payment charge	-	-	-	-	1,749	-	1,749
Other movements	-	-	-	-	(4,056)	4,056	-

At 1 January 2025	60	2,998	6	(985)	422	25,688	28,189
Comprehensive income for the year
Profit for the year	-	-	-	-	-	6,489	6,489
Currency translation differences	-	-	-	-	-	(1,645)	(1,645)
Total comprehensive income for the year	-	-	-	-	-	4,844	4,844
Shares issued during the year	-	891	-	-	-	-	891
Equity settled share based payment charge	-	-	-	-	555	-	555
At 31 December 2025	60	3,889	6	(985)	977	30,532	34,479

The notes on pages 24 to 48 form part of these financial statements.

Page 20

		THE APPOINTMENT GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Other reserves	Share based payment reserve	Retained earnings	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 January 2024	60	2,998	6	(1,160)	52	(6,313)	(4,357)
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(82)	(82)
Total comprehensive income for the year	-	-	-	-	-	(82)	(82)

At 1 January 2025	60	2,998	6	(1,160)	52	(6,395)	(4,439)
Comprehensive income for the year
Profit for the year	-	-	-	-	-	5,317	5,317
Total comprehensive income for the year	-	-	-	-	-	5,317	5,317
Contributions by and distributions to owners
Shares issued during the year	-	891	-	-	-	-	891
Release of share-based payment reserve	-	-	-	-	(52)	-	(52)
At 31 December 2025	60	3,889	6	(1,160)	-	(1,078)	1,717

The notes on pages 24 to 48 form part of these financial statements.

Page 21


THE APPOINTMENT GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£000	£000

Cash flows from operating activities
Profit for the financial year	6,489	7,870
Adjustments for:
Amortisation of intangible assets	2,959	3,208
Depreciation of tangible assets	527	443
Interest paid	867	632
Interest received	(80)	(71)
Taxation charge	781	833
Increase in debtors	(4,379)	(6,502)
Increase in creditors	339	1,515
Share based payment charge	555	2,090
Corporation tax paid	(1,213)	(2,643)
Foreign exchange movement on working capital	(445)	601
Net cash generated from operating activities	6,400	7,976

Cash flows from investing activities
Purchase of intangible fixed assets	(688)	(317)
Purchase of tangible fixed assets	(230)	(371)
Deferred consideration paid	(3,123)	(816)
Interest received	38	16
Cash paid on business combinations	-	(3,492)
Net cash used in investing activities	(4,003)	(4,980)

Page 22


THE APPOINTMENT GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£000	£000


Cash flows from financing activities
Repayment of loans	-	(5,031)
Interest paid	(15)	(169)
Net cash used in financing activities	(15)	(5,200)
Net increase/(decrease) in cash and cash equivalents	2,382	(2,204)
Cash and cash equivalents at beginning of year	5,663	7,990
Foreign exchange gains and losses	(211)	(123)
Cash and cash equivalents at the end of year	7,834	5,663

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,834	5,663

The notes on pages 24 to 48 form part of these financial statements.

Page 23


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

The Appointment Group Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 03228538, and its registered head office is located at The Linen House, 253 Kilburn Lane, London, 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.

No subsidiaries have been excluded from these consolidated financial statements.

Page 24


THE APPOINTMENT GROUP 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 group and company's functional and presentational currency is GBP and all values are rounded to the nearest thousand pounds (£000) except when otherwise stated.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 25


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Foreign currency translation (continued)

Transactions and balances (continued)

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.

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 3 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.

Page 26


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.

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

Share based payments

Cash-settled share based payments are measured at the fair value at the balance sheet date. As the liability to settle sits with the group, the group recognises a liability at the balance sheet date based on the fair value. based on the eventual Enterprise Value achieved. Changes in the value of this liability are recognised in the Statement of Comprehensive Income.

Equity settled share based payments over the group'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 group as a capital contribution and presented as an increase in the parent's investment in the subsidiaries.

The group has elected to recognise and measure its share based payment expense on the basis of a reasonable allocation of the expense recognised in its previous ultimate parent company, Project Global Topco Limited, and its new ultimate parent company Hamsard 3840 Limited consolidated financial statements, based upon where the employees sit.

2.13

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.

Page 27


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

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.

2.15

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.

Page 28


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Intangible assets (continued)

The estimated useful lives range as follows:

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

2.16

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:

Leasehold improvements	-	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.

2.17

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 (CGU's). 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.

2.18

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 29


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.20

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.

2.21

Employee benefits

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

Page 30


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

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

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates 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:

Judgements

Recoverability of intra-group loans (note 17)

The group has provided loans to fellow subsidiary companies which are repayable on demand (note 17). 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.

Deferred contingent consideration (notes 18 and 19)
As detailed in notes 18 and 19 deferred consideration of £5,227,000 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.

Estimates

Impairment of tangible fixed assets and goodwill (notes 14 and 15)

As no indicators of impairment have been identified, no impairment assessment has been performed in relation to intangibles assets in the current year.

Useful life of goodwill and other intangible fixed assets (note 14)

Intangibles arising on acquired businesses and are being amortised over a six year period (note 14). The group continually monitors this policy and the performance of the assets acquired including ongoing trading performance and will amend the estimate of the useful life should it be required.

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.

Page 31


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Estimates (continued)

Equity settled share based payments (note 24)
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 over the shares of its ultimate parent company, Hamsard 3840 Limited. 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, which are subject to estimation uncertainty.

Estimates have been made to value the equity settled share-based payments at the grant date. As these assumptions are inherently uncertain, changes in them could result in a material adjustment to the share-based payment charge recognised. Judgement is also applied in determining the probability and timing of exit events and the treatment of accelerated vesting for leavers. Further details on share-based payments can be found within note 24.


Total Transaction Value (Gross)	425,883	433,470
Cost of sales	(368,439)	(374,793)
Statutory revenue (Net)	57,444	58,677

Analysis of turnover by country of destination:
	2025	2025	2024	2024
	Gross £000	Net £000	Gross £000	Net £000


United Kingdom	146,079	22,261	143,514	21,885
United States of America	152,782	20,390	166,629	23,072
Asia-Pacific region	116,440	13,525	114,012	12,737
Middle East and North Africa	10,582	1,268	9,315	983
	425,883	57,444	433,470	58,677

Page 32


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Trading exceptionals	1,831	1,248
Legacy share-based payment charges	-	1,721
	1,831	2,969

The prior year comparative has been restated to present the recurring share based payment charge of £369k within “administrative expenses – other”.

Trading exceptionals include acquisition and integration costs, one-off strategic costs and other non-recurring UK and overseas items.

Legacy share-based payment charges relate to settlement of pre-acquisition shared based payment schemes and hence are non-recurring.

6.	Other operating income
		2025	2024
		£000	£000

	Other operating income	994	26

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

Exchange differences	(260)	904
Other operating lease rentals	1,229	868
Depreciation of tangible fixed assets	527	443
Amortisation of intangible assets, including goodwill	2,959	3,208
Equity-settled- share based payment	555	1,749
Cash-settled share based payment	-	341

Page 33


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the group's auditor and its associates for the audit of the company's annual financial statements	38	54
Fees payable to group's auditors and its associates for the audit of the company's subsidiaries annual financial statements	153	216
Fees payable to the company's auditor and its associates in respect of:
Accounts production	11	13

9.	Employees
	Staff costs were as follows:

		Group	Group
		2025	2024
		£000	£000


Wages and salaries	24,399	25,528
Social security costs	1,942	1,904
Cost of defined contribution scheme	1,259	1,202
	27,600	28,634

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

	2025	2024
	No.	No.

Business functions	271	298
Support functions	180	186

	451	484

The parent company does not have any employees and does not incur any staff costs during the year and the prior year.

10.	Directors' remuneration
	Directors' wages and salaries have been recharged to Project Global Bidco Limited and Hamsard 3840 Limited during the year. During the year retirement benefits were accruing to no directors (2024: Nil) in respect of defined contribution pension schemes.

Page 34


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Interest receivable
		2025	2024
		£000	£000

Other interest receivable

12.	Interest payable and similar expenses
		2025	2024
		£000	£000

Bank interest payable	-	164
Accretion expenses on deferred and contingent consideration	867	468
	867	632

Bank interest payable relates to a CBILS loan that was repaid in April 2024.

Corporation tax
Current tax on profits for the year	1,240	1,538
Adjustments in respect of previous periods	2	(210)

Total current tax	1,242	1,328

Deferred tax
Origination and reversal of timing differences	(233)	504
Adjustment in respect of previous periods	(228)	(999)
Total deferred tax	(461)	(495)


	Taxation on profit	781	833

Page 35


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Taxation (continued)

Factors affecting tax charge for the year The tax assessed for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:
	2025	2024
	£000	£000

Profit on ordinary activities before tax

7,270

8,703

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	1,818	2,176
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	940	987
Adjustments to tax credit in respect of prior periods	(226)	(1,209)
Deferred tax not recognised	-	(7)
Overseas tax	(203)	(129)
Group relief received	(1,548)	(985)
Total tax charge for the year	781	833

Factors that may affect future tax charges

Deferred tax balances have been measured at 25%, being the enacted UK corporation tax applicable to future periods at the balance sheet date, or at the substantively enacted rates applicable in the overseas jurisdictions in which the group operates.

Page 36


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Intangible assets
	Group

	Computer Software	Trademarks	Goodwill	Total
	£000	£000	£000	£000
Cost
At 1 January 2025	3,930	3,573	24,999	32,502
Additions	694	-	678	1,372
Foreign exchange movement	(1)	-	(1,042)	(1,043)
At 31 December 2025	4,623	3,573	24,635	32,831
Amortisation
At 1 January 2025	3,215	3,573	11,159	17,947
Charge for the year	361	-	2,598	2,959
Foreign exchange movement	-	-	(385)	(385)
At 31 December 2025	3,576	3,573	13,372	20,521
Net book value
At 31 December 2025	1,047	-	11,263	12,310
At 31 December 2024	715	-	13,840	14,555

Amortisation on intangible assets is charged to administrative expenses in profit or loss.

The parent company has no intangible assets.

Refer to note 28 for further details of the additions to goodwill in the year.

Page 37


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Tangible fixed assets
	Group

	Leasehold improvements	Fixtures and fittings	Computer equipment	Total
	£000	£000	£000	£000
Cost or valuation
At 1 January 2025	635	734	1,994	3,363
Additions	22	11	219	252
Exchange adjustments	(15)	(21)	(26)	(62)
At 31 December 2025	642	724	2,187	3,553
Depreciation
At 1 January 2025	544	635	1,225	2,404
Charge for the year	42	56	429	527
Exchange adjustments	(16)	(22)	(12)	(50)
At 31 December 2025	570	669	1,642	2,881
Net book value
At 31 December 2025	72	55	545	672
At 31 December 2024	91	99	769	959

The parent company has no tangible assets.

Page 38


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Fixed asset investments

	Company

	Investments in subsidiary companies	Loans to subsidiaries	Total
	£000	£000	£000
Cost or valuation
At 1 January 2025	12,266	1,000	13,266
Additions	11,892	-	11,892
At 31 December 2025	24,158	1,000	25,158
Impairment
At 1 January 2025	101	1,000	1,101
At 31 December 2025	101	1,000	1,101
Net book value
At 31 December 2025	24,057	-	24,057
At 31 December 2024	12,165	-	12,165

The addition in the year of £11,892k represents the subscription by the company, as direct holding company, for additional ordinary shares in The Appointment Group (Australia) Pty Limited as part of the recapitalisation of that subsidiary. The consideration was settled by way of intercompany balance settlement and no cash consideration was paid.

During the year, as part of the recapitalisation noted above, The Appointment Group (UK) Limited released the company from an intercompany balance of £5.1 million. In accordance with the company's accounting policy, this has been recognised as investment income within the company's profit and loss account.

Page 39


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

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

*Held indirectly through The Appointment Group (UK) Limited
**Held indirectly through Events By Appointment Limited
***Held indirectly through The Appointment Group (NZ) Limited

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

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

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

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

The registered office and country of incorporation of The Appointment Group New Zealand is 15 Customs Street West, Auckland 1010, New Zealand.

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

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

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

Page 40


THE APPOINTMENT GROUP 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	-	-
Amounts owed by group undertakings	18,818	12,650	-	-
Other debtors	464	320	5	-
Prepayments and accrued income	3,592	3,614	-	-
Corporation tax asset	988	1,134	-	-
Deferred taxation	1,851	1,390	-	-
	46,330	41,853	5	-

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

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

Included in other debtors are amounts owed by directors of £Nil (2024: £1k).

Page 41


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Trade creditors	13,535	13,885	-	-
Amounts owed to group undertakings	5,677	5,472	22,340	16,611
Other taxation and social security	633	818	-	-
Other creditors	1,476	1,796	-	-
Accruals and deferred income	7,994	6,815	12	-
Deferred contingent consideration	2,579	3,328	-	-
	31,894	32,114	22,352	16,611

Included in trade creditors are amounts owed to the directors of £6k (2024: £6k).

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

The group has BSP outstanding cash sales as at 31 December 2025 of £1,396k (2024: £1,535k).

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

Other creditors	-	239	-	-
Deferred contingent consideration	2,648	3,697	-	-
	2,648	3,936	-	-

20.	Deferred taxation
	Group

	2025	2024
	£000	£000

At beginning of year	1,390	925
Credited to profit or loss	461	465
At end of year	1,851	1,390

Page 42


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Deferred taxation (continued)

Company

	2025 £000	2024 £000

At beginning of year	-	58
Charged to profit or loss	-	(58)
At end of year	-	-

The deferred tax balance is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£000	£000	£000	£000

Fixed asset timing differences	590	372	-	-
Short-term timing differences	1,242	615	-	-
Tax losses	16	385	-	-
R&D expenditure credit	3	-	-	-
Other	-	18	-	-
	1,851	1,390	-	-

Comprising:
Asset (note 17)	1,851	1,390	-	-

21.	Analysis of net debt

		At 1 January 2025	Cash flows	At 31 December 2025
		£000	£000	£000

Cash at bank and in hand

5,663

2,171

7,834

Page 43


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share capital
		2025	2024
		£000	£000

Allotted, called up and fully paid

80,000 (2024: 80,000) Ordinary Shares - Class A shares of £0.625 each	50	50
10,000 (2024: 10,000) Ordinary Shares - Class B shares of £0.625 each	6	6
6,500 (2024: 6,500) Ordinary Shares - Class C shares of £0.625 each	4	4
4 (2024: 2) Ordinary Shares - Class D shares of £0.625 each	-	-

	60	60

There are four classes of ordinary shares. All ordinary shares rank equally and pari passu, and there are no restrictions on dividends or the repayment of capital.

On 31 December 2025, as part of the recapitalisation described in note 16, 2 D ordinary shares of £0.625 each were issued to Project Global Bidco Limited for total consideration of £890,625. This gave rise to share premium of £890,623.75. The consideration was settled by way of the capitalisation of an amount owed by the company to that undertaking. No cash consideration was received and accordingly the issue is not reflected in the Consolidated Statement of Cash Flows.

There are four classes of ordinary shares. All ordinary shares rank equally and pari passu, and there are no restrictions on dividends or the repayment of capital.

23.

Reserves

The company and the group's capital and reserves are as follows:

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.

Other reserves

Other reserves comprise amounts that arise on consolidation and are non-distributable. In addition to amounts in relation to prior year company share buybacks.

Capital redemption reserve

The capital redemption reserve arises on the purchase of the company's own shares and is non-distributable.

Share based payment reserve

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

Retained earnings

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

Page 44


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Region
United Kingdom	211,785	140,874
United States of America	231,283	153,978
Australia	111,742	74,259
	554,810	369,111

Page 45


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Share-based payments (continued)
	Movements in the awards over the shares of Hamsard 3840 Limited during the year, in respect of the arrangement as a whole (including awards held by individuals employed outside the group), were as follows:
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	4.25	145		-
Granted during the year	3.76	41	4.25	145
Expired during the year	1	(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, including share price volatility and the expected timing of a qualifying exit event.

25.	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 £11.2 million (2024: £10.0 million) 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 £75.5 million (2024: £74.4 million).

The group also continues to hold a fixed charge over its investment in The Appointment Group (Australia) Pty Limited.

All intercompany assets and liabilities are supported by the existence of cross-guarantees between the group and its subsidiaries in order to service the senior debt introduced following the April 2024 investment.

26.	Pension commitments

The pension charge to the group's defined contribution pension scheme in the year amounted to £1,259k (2024: £1,202k). Contributions totalling £266k (2024: £276k) were payable to the fund at the balance sheet date and are included in creditors.

Page 46


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

The parent company had no commitments under non-cancellable operating leases at the reporting date.

28.

Related party transactions

The group and company have taken advantage of the exemption provided by paragraph 33.1A of FRS 102 not to disclose transactions with entities that are part of the group, by virtue of the company's status as a 100% owned subsidiary of a parent company whose financial statements are consolidated and made publicly available.

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

During the year, the group rented office space from a managing agent with which the group has a director in common, who is 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).

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

Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the group. In the opinion of the board, the group and company's key management are the directors of Hamsard 3840 Limited and the Executive Team.

In October 2022, a subsidiary of the group made an interest-bearing advance of $1,243k (£975k) to a related party officer. The advance bears interest at 6%, compounded semi-annually, and is secured by share certificates, future compensation payments and a property deed. The advance is repayable in accordance with its contractual terms. At 31 December 2025, an outstanding balance of approximately £1.0m (2024: £0.9m).

Page 47


THE APPOINTMENT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

29.	Subsequent events

There are no subsequent events in relation to The Appointment Group Limited and its subsidiaries.

30.	Controlling party

The company's immediate parent undertaking is Project Global Bidco Limited, a company registered in England and Wales.

The company's ultimate parent undertaking is Hamsard 3840 Limited, a company registered in England and Wales. The largest group in which the results of the company are consolidated for the year ended 31 December 2025 is that headed by Hamsard 3840 Limited. Copies of the Hamsard 3840 Limited consolidated financial statements are available from its registered office at Linen House, 253 Kilburn Lane, London, W10 4BQ.

The smallest group of undertakings for which group accounts for the year ended 31 December 2025 have been prepared is that headed by The Appointment Group Limited.

The company's ultimate controlling party is ECI Partners LLP.

Page 48