ACCOUNTS - Final Accounts preparation

Exceptional administrative expenses

Year
ended

31 December

Period
ended

31
December

Registered number: 15314826

HAMSARD 3742 LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


HAMSARD 3742 LIMITED

COMPANY INFORMATION

Directors	J McLaughlin
	F A Stratford


Registered number	15314826


Registered office	The Linen House
	253 Kilburn Lane
	London
	England
	W10 4BQ


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


HAMSARD 3742 LIMITED

CONTENTS

	Page
Strategic Report	1 - 3
Directors' Report	4 - 6
Independent Auditor's Report	7 - 11
Statement of Comprehensive Income	12
Statement of Financial Position	13
Statement of Changes in Equity	14
Notes to the Financial Statements	15 - 26


HAMSARD 3742 LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Strategic Report for Hamsard 3742 Limited for the year ended 31 December 2025.

Principal activities

Hamsard 3742 Limited is an intermediate holding company within the Hamsard 3840 Limited group. Its principal activity is to hold its investment in Hamsard 3743 Limited and to act as a financing company within the group through external loan note and intercompany funding arrangements. The company does not trade in its own right. The trading activities of the wider group are described in the consolidated financial statements of Hamsard 3840 Limited.

Business review

For the year ended 31 December 2025, Hamsard 3742 Limited recorded a loss after tax of £37.4m (2024: £11.7m). The loss principally arose from impairment charges recognised against the carrying value of the company's investment in Hamsard 3743 Limited.

At the reporting date, the company had net assets of £61.0m (2024: £98.5m). The company's results and financial position are dependent on the recoverability of its investment in Hamsard 3743 Limited and amounts due from group undertakings. The directors continue to monitor these balances as part of their assessment of the company's financial position.

Key performance indicators (KPI)

As an intermediate holding company, Hamsard 3742 Limited does not use separate financial or non-financial key performance indicators to monitor its own performance. The performance of the wider group is disclosed in the consolidated financial statements of Hamsard 3840 Limited, which are publicly available at its registered office: The Linen House, 253 Kilburn Lane, London, W10 4BQ.

Principal risks and uncertainties

Hamsard 3742 Limited's principal risks and uncertainties arise from its role as an intermediate holding and financing company within the Hamsard 3840 Limited group. The company does not trade in its own right and has no employees. Its principal exposures relate to the recoverability of its investment in Hamsard 3743 Limited, amounts due from group undertakings and its reliance on group funding arrangements.

Investment and recoverability risk:

The company's financial position is dependent on the recoverable value of its investment in Hamsard 3743 Limited and amounts receivable from group undertakings. Any adverse change in the performance or financial position of the wider group could affect the carrying value of these balances.

Funding and liquidity risk:

The company relies on group funding and intercompany arrangements to meet its obligations as they fall due. The directors monitor the company's funding position and the availability of group support as part of their ongoing assessment of liquidity.

Page 1


HAMSARD 3742 LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties (continued)

Interest rate and financing risk:

The company is exposed to changes in interest charges on loan notes and intercompany balances. These matters are monitored as part of the group's financial reporting and treasury processes.

The directors consider that these risks are managed through the group's established governance and financial reporting processes, including regular review of the company's investments, intercompany balances and funding arrangements.

Future developments

Hamsard 3742 Limited is expected to continue to operate as an intermediate holding and financing company within the Hamsard 3840 Limited group. The directors do not anticipate any significant change in the company's principal activities in the foreseeable future.

S172 reporting disclosure

In performing their duties under section 172 of the Companies Act 2006, the directors have had regard to the matters set out in that section, including the long-term consequences of decisions, relationships with stakeholders, the company's reputation for high standards of business conduct and the need to act fairly between members.

During the year, the directors considered matters relevant to the company's role as an intermediate holding and financing company, including its investment in Hamsard 3743 Limited, intercompany funding arrangements and financial position. Decisions were made having regard to the long-term interests of the company and its shareholder.

The company has no employees and no direct operations. Its principal relationships are with other group undertakings and its shareholder, and these are managed through the group's governance and reporting processes. The directors seek to maintain appropriate standards of governance and financial reporting and to act fairly between members of the company.

Decision-Making and Governance

The Board meets monthly to review financial performance, liquidity, and strategic matters affecting the company and the wider group. The Board continues to oversee initiatives designed to strengthen operational efficiency, improve financial performance and support the group’s long-term strategy.

Employees

The company has no employees. Employee-related matters are overseen by the trading subsidiaries.

Impact on community and environment

The company has no direct operations. Environmental, social and governance (ESG) matters are managed at group level.

Business relationships

The company’s key relationships are with other entities within the group. These relationships are governed through group policies and reporting structures.

Page 2


HAMSARD 3742 LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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

J McLaughlin

Director

Date: 4 September 2026

Page 3


HAMSARD 3742 LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the audited financial statements of Hamsard 3742 Limited (the "company") for the year ended 31 December 2025.

Principal activities

The principal activity of the company is that of an intermediate holding company.

Results and dividends

The loss after taxation for the year to 31 December 2025 was £37,430k (2024: £11,678k).

The directors did not recommend the payment of dividends in the year.

Directors

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

J McLaughlin (appointed 14 July 2025)

S Hughes (resigned 14 July 2025)

J L Penny (resigned 30 January 2026)

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

Director's Responsibilities Statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Qualifying third party indemnity provisions

The company’s directors are covered by qualifying third-party indemnity provisions via the group’s directors’ and officers’ insurance policy, which remained in force throughout the year and at the date of approval of this report.

Page 4

HAMSARD 3742 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Engagement with employees

The company has no employees. Employee engagement matters relevant to the wider group are managed at the level of TAG’s trading subsidiaries.

Engagement with suppliers, customers and others

As an intermediate holding company, the company does not have direct trading operations. Engagement with suppliers, customers and other stakeholders is conducted through its subsidiaries, including Hamsard 3743 Limited, Hamsard 3744 Limited and The Appointment Group Limited.

The directors consider the impact of their decisions on these stakeholders when overseeing the company’s investment and funding activities.

Going concern

The financial statements of Hamsard 3742 Limited have been prepared on a going concern basis in accordance with Financial Reporting Standard 102 (FRS 102), issued by the Financial Reporting Council.

Hamsard 3742 Limited is an intermediate holding company within The Appointment Group. Its immediate parent is Hamsard 3840 Limited, whose ultimate controlling party is ECI Partners LLP. The group's debt facilities and working capital are managed centrally.

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

The impairment charge recognised in the year (note 10) is a non-cash item.

In addition, Hamsard 3840 Limited has provided a letter of support, confirming that it will make available sufficient financial support to enable the company to meet its liabilities as they fall due.

Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis.

Greenhouse gas emissions, energy consumption and energy efficiency action

The company qualifies for the exemption available to subsidiary entities under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Relevant disclosures are included in the consolidated financial statements of Hamsard 3840 Limited.

Matters covered in the Strategic Report

As permitted under s414C(11) of the Companies Act 2006, the Directors have included information in the Strategic Report that otherwise would be required under s416(4) to be disclosed in the Director's Report, including information in respect of business activities, principal risks and uncertainties and future developments.

Page 5

HAMSARD 3742 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsequent events

There have been no significant events affecting the company since the reporting date.

Disclosure of information to auditor

The directors confirm that:

∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and

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

Auditor

The auditor, Grant Thornton UK LLP, continues in office as auditor and will be deemed reappointed in accordance with section 487 of the Companies Act 2006.

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

J McLaughlin

Director

Date: 4 September 2026

Page 6

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3742 LIMITED

Opinion

We have audited the financial statements of Hamsard 3742 Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

∙the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the ongoing conflict in the Middle East, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

Page 7

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3742 LIMITED (CONTINUED)

Conclusions relating to going concern (continued)

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Page 8

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3742 LIMITED (CONTINUED)

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Page 9

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3742 LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

∙We obtained an understanding of the legal and regulatory frameworks applicable to the company and the industry in which it operates. We determined that the most significant laws and regulations impacting the entity and its indirect subsidiaries are: Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The group is also subject to a number of regulations due to ownership of trade associations such as IATA, ABTA and AFTA;

∙We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal and compliance procedures. We corroborated our inquiries through review of board minutes;

∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the group audit engagement team included:

οEvaluation of the processes and controls established to address the risks relating to irregularities and fraud;

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

οChallenging assumptions and judgments made by management in the company’s significant accounting estimates;

οIdentifying and testing unusual journal entries and related party transactions.

∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

∙The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's knowledge of the industry in which the company operates, and the understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation;

∙The engagement team's discussions in respect of potential non-compliance with laws and regulations and fraud included the risk of fraud in revenue recognition.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMSARD 3742 LIMITED (CONTINUED)

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stuart Muskett BA ACA

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Manchester

4 September 2026

Page 11


HAMSARD 3742 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

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


Administrative expenses		(19)	(3)
Exceptional administrative expenses	4	(37,411)	(11,675)
Operating loss		(37,430)	(11,678)
Interest receivable and similar income	7	1,195	755
Interest payable and similar expenses	8	(1,195)	(755)
Loss before tax		(37,430)	(11,678)
Tax on loss	9	-	-
Loss for the financial year/period		(37,430)	(11,678)

There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.

There was no other comprehensive income for 2025 (2024: £Nil).

The notes on pages 15 to 26 form part of these financial statements.

Page 12


HAMSARD 3742 LIMITED REGISTERED NUMBER:15314826

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		31 December 2025		31 December 2024
Note		£000		£000

Fixed assets
Investments	10		61,045		98,456
Current assets
Debtors: amounts falling due within one year	11	11,150		9,955
Creditors: amounts falling due within one year	12	(22)		(3)
Net current assets			11,128		9,952
Total assets less current liabilities			72,173		108,408
Creditors: amounts falling due after more than one year	13		(11,150)		(9,955)
Net assets			61,023		98,453

Capital and reserves
Called up share capital	15	-	-
Share premium account	16	110,131	110,131
Profit and loss account	16	(49,108)	(11,678)
Total equity		61,023	98,453

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 15 to 26 form part of these financial statements.

Page 13


HAMSARD 3742 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
Comprehensive loss for the period
Loss for the period	-	-	(11,678)	(11,678)
Contributions by and distributions to owners
Shares issued during the period	-	110,131	-	110,131

At 1 January 2025	-	110,131	(11,678)	98,453
Comprehensive loss for the year
Loss for the year	-	-	(37,430)	(37,430)
At 31 December 2025	-	110,131	(49,108)	61,023

The notes on pages 15 to 26 form part of these financial statements.

Page 14


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Hamsard 3742 Limited is a private company limited by shares, incorporated in England and Wales. The registered number is 15314826, and its registered head office is located at The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); and

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Hamsard 3840 Limited as at 31 December 2025 and these financial statements may be obtained from online from Companies House.

2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Information on the company and its subsidiaries are included in the consolidated financial statements of Hamsard 3840 Limited as at 31 December 2025 and these financial statements may be obtained online from Companies House.

Page 15


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

The financial statements of Hamsard 3742 Limited have been prepared on a going concern basis in accordance with Financial Reporting Standard 102 (FRS 102), issued by the Financial Reporting Council.

Hamsard 3742 Limited is an intermediate holding company within The Appointment Group. Its immediate parent is Hamsard 3840 Limited, whose ultimate controlling party is ECI Partners LLP. The group's debt facilities and working capital are managed centrally.

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

The impairment charge of £37.4m recognised in the year (note 10) is a non-cash item.

In addition, Hamsard 3840 Limited has provided a letter of support, confirming that it will make available sufficient financial support to enable the company to meet its liabilities as they fall due.

Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis.

2.5

Borrowing costs

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

2.6

Exceptional items

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

2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Page 16


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Taxation (continued)

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

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

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8

Investments

Investments are measured at cost less accumulated impairment losses.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.9

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 17


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Financial instruments (continued)

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 18


HAMSARD 3742 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:

Estimates

Impairment of fixed asset investments
The company prepares a discounted cashflow forecast to assess the future earnings of the assets acquired to determine whether an impairment loss is required. The discounted cashflow is discounted by a weighted average cost of capital (WACC) to estimate the value in use of the relevant cash-generating units (CGUs). An impairment charge of £37.4 million has been recognised in the year (2024: £11.7 million) (note 4 and 10).

No other significant estimates are considered to have a material impact on the financial statements.

Judgements

In the process of preparing the financial statements, no significant judgements were applied.

Impairment charge in the year (see note 10)

37,411

11,675

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HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

Employees

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

The directors received no remuneration directly from the company during the year (2024: £Nil). Directors' remuneration was borne by other undertakings within the Hamsard 3840 Limited group. The directors do not believe it is practicable to apportion these amounts between their services as directors of the company and as directors of other group companies.

Interest receivable on amounts owed by group undertakings

1,195

755

Interest payable on loan notes

1,195

755

Page 20


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


	Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Tax on loss	-	-

Loss on ordinary activities before tax

(37,430)

(11,678)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	(9,358)	(2,920)
Effects of:
Expenses not deductible for tax purposes, including impairment	9,353	2,920
Amounts not recognised	299	-
Effect of group relief and other reliefs	(294)	-
Total tax charge for the year/period	-	-

Factors that may affect future tax charges

No deferred tax asset has been recognised in respect of loan relationship timing differences, as recovery of the benefit is not considered sufficiently certain.

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HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Fixed asset investments

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2025	110,131
	At 31 December 2025	110,131
	Impairment
	At 1 January 2025	11,675
	Charge for the period	37,411
	At 31 December 2025	49,086
	Net book value
	At 31 December 2025	61,045
	At 31 December 2024	98,456

During the year the company recognised an impairment charge of £37.4 million (period ended 31 December 2024: £11.7 million) against the carrying value of its investment in Hamsard 3743 Limited, an intermediary holding company of The Appointment Group (“TAG”). The charge is included within exceptional administrative expenses in the Statement of Comprehensive Income (note 4).

In accordance with Section 27 of FRS 102, the directors assessed the company’s investment in subsidiaries and related intercompany receivables for indicators of impairment at the reporting date. The recoverable amount of the investment was determined by reference to its value in use, based on discounted cash flow projections for the underlying TAG business.

The impairment arose because the recoverable amount of the investment was lower than its carrying value, reflecting trading performance during the year and a reassessment of the forecast cash flows and related assumptions of the underlying business. As a result, the investment was written down to its recoverable amount of £61.0 million.

Page 22


HAMSARD 3742 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%
The Appointment Group Limited	Holding company	Ordinary	100%
Hamsard 3744 Limited	Holding company	Ordinary	100%
Project Global Topco Limited	Holding company	Ordinary	100%
Project Global Bidco Limited	Holding company	Ordinary	100%
Hamsard 3745 Limited	Holding company	Ordinary	100%
Hamsard 3743 Limited*	Holding company	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%

*Only Hamsard 3743 Limited is held directly.

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 (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 23


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


10.	Fixed asset investments (continued)

Subsidiary undertakings (continued)

The registered office and country of incorporation of Hamsard 3744 Limited is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

The registered office and country of incorporation of Project Global Topco Limited is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

The registered office and country of incorporation of Project Global Bidco Limited is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

The registered office and country of incorporation of The Appointment Group Limited is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

The registered office and country of incorporation of Hamsard 3745 Limited is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

11.	Debtors: amounts falling due within one year

					31 December 2025	31 December 2024
					£000	£000


Loans owed by group undertakings	11,150	9,955

Amounts owed by group undertakings accrue interest at 12% are unsecured and repayable on demand.

12.	Creditors: amounts falling due within one year
		31 December 2025	31 December 2024
		£000	£000

	Accruals	22	3

13.	Creditors: amounts falling due after more than one year
		31 December 2025	31 December 2024
		£000	£000

	Other borrowings (see note 14)	11,150	9,955

Page 24


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


Amounts falling due after more than 5 years
Other borrowings	11,150	9,955

The company issued an unsecured loan note of £9.2 million, maturing on 30 April 2031. The loans notes accrue interest at a rate of 12% per annum and the interest will be payable on 31 October 2031.

The loan notes are listed on the International Stock Exchange (TISE).

15.	Share capital
		31 December 2025	31 December 2024
		£	£

Allotted, called up and fully paid

100 (2024: 100) Ordinary shares of £0.01 each	1	1

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

16.

Reserves

The company's capital and reserves are as follows:

Share premium account

Includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

Includes all current and prior periods retained profits and losses.

17.	Related party transactions
	The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.

Page 25


HAMSARD 3742 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Subsequent events

There have been no significant events affecting the company since the reporting date.

19.	Controlling party

The immediate parent undertaking of the company is Hamsard 3840 Limited (registered number 15314772), whose registered office is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ.

The smallest and largest group into which the financial statements of the company are consolidated is that headed by Hamsard 3840 Limited (registered number is 15314772), whose registered office is The Linen House, 253 Kilburn Lane, London, England, W10 4BQ. Copies of the consolidated financial statements of Hamsard 3840 Limited may be obtained from Companies House.

Page 26