| REGISTERED NUMBER: 15439020 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Comet SPV 1 Limited |
| REGISTERED NUMBER: 15439020 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Comet SPV 1 Limited |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 5 |
| Consolidated Profit and Loss Account | 8 |
| Consolidated Balance Sheet | 9 |
| Company Balance Sheet | 10 |
| Consolidated Statement of Changes in Equity | 11 |
| Company Statement of Changes in Equity | 12 |
| Consolidated Cash Flow Statement | 13 |
| Notes to the Consolidated Financial Statements | 14 |
| Comet SPV 1 Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| The Mills |
| Canal Street |
| Derby |
| DE1 2RJ |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| Financial Overview |
| The loss on ordinary activities before taxation was £1,892,009, reflecting the significant costs associated with the acquisition of the Meteor Holdco Limited group. The directors are satisfied with the results of the operating subsidiary during the period, although 2025 was a year of moderate economic growth in the United Kingdom, slightly above or in line with 2024, but marked by structural challenges such as persistent inflation, difficulties in the youth labor market, and external risks that limited more robust economic dynamism. Performance remains "positive, yet contained," reflecting a balance between expansion and challenges across various sectors. |
| Financial Performance |
| Period to | Period to |
| 31 Dec 2025 | 31 Dec 2024 |
| £'000 | £'000 |
| Turnover | 18,644 | 16,319 |
| Gross Profit | 3,639 | 3,186 |
| Loss on ordinary activities before taxation |
1,892 |
3,307 |
| Strategy |
| During the period, as in the previous year, further progress was made to ensure that the operating subsidiary continues to maintain a balance across its product ranges and strives to increase its market share, particularly in the bespoke segment of its market, namely Lighting Poles and Guardrails. |
| Turnover |
| Total sales of the operating subsidiary decreased during the period. Selling prices are closely linked to steel purchase costs: when purchase prices decline, selling prices tend to follow, directly affecting the overall sales value. Additionally, there was a modest 3% reduction in production volume compared to the previous year, primarily in Guardrails, reflecting prevailing market conditions. |
| Gross Margin |
| Overall margins for the operating subsidiary improved by 1.7 percentage points in 2025 compared to the previous year, reversing the trend observed in recent years. This improvement was driven by enhanced performance and the resulting increase in sales value in the bespoke products market, which was more dynamic during the year. However, competition in the conventional products market has continued and will continue to put pressure on margins in this sector. |
| Operating Costs |
| Operating costs of the trading subsidiary in 2025 were in line with the previous year and consistent with market standards. Personnel expenses saw a slight increase, reflecting the growth in staff for the bespoke products market and salary adjustments aimed at ensuring the continuity of production levels. |
| Research and Development |
| The trading subsidiary continues to invest in the quality and design of its products believing that continued investment in research and development is fundamental to the growth of the business. |
| Capital Expenditure |
| The directors consider investment in material handling capacity to be necessary and have continued to invest. Some upgrades to more modern equipment have been made, improving production process times, as well as investments in the factory's roofing and cladding, which are expected to motivate employees through a substantial improvement in working conditions. |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| Summary of Key Performance Indicators |
| 2025 | 2025 | 2024 |
Actual |
Target |
24 Jan 2024 to 31 Dec 2024 |
| Sales £'000 | 18,644 | 21,030 | 16,318 |
| Sales growth % compared to prior year | 14.25% | -10.50% |
| Gross Profit Margin % | 19.50% | 13.30% | 19.50% |
| Net Profit Before Tax Margin % | -10.15% | 11.20% | -20.30% |
| Future Developments for the Business/Future Outlook |
| The directors believe that continuing to place emphasis on quality, design and delivery will enable the business to improve both its already strong reputation and market position as the market improves. |
| Principal Risks and Uncertainties |
| The management of the business and the nature of the trading subsidiary's strategy are subject to a number of risks. |
| The directors feel that the principal risk is that of not achieving turnover and the directors closely monitors this. There is also the risk of gross profit reduction and cost increases against anticipated performance. This again is closely monitored by the directors with any necessary action undertaken. |
| Financial risk management objectives and policies |
| The group uses basic financial instruments, comprising bank borrowings and other liquid resources and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to maintain finance for the group's operations. The main risks arising from the group financial instruments are interest rate risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below: |
| Interest rate risk |
| The group finances its operations through a mixture of retained profits, intercompany accounts and bank borrowings. The company's exposure to interest rate fluctuations on its overdraft is managed on a group basis. |
| Liquidity risk |
| The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Primarily this was achieved through bank borrowings. The group policy throughout the period has been to ensure continuity of funding and short term flexibility was achieved by overdraft facilities. |
| ON BEHALF OF THE BOARD: |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the company and the group and of the profit or loss of 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; |
| - | 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 and the group'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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Comet SPV 1 Limited |
| Opinion |
| We have audited the financial statements of Comet SPV 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 affairs as at 31 December 2025 and of the group's loss for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 this gives rise to 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Comet SPV 1 Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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. |
| Auditors' 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
| Based on our understanding of the group and industry in which it operates, we considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included: |
| - | Enquiry of management around actual and potential litigation and claims; |
| - | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
| - | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Comet SPV 1 Limited |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| The Mills |
| Canal Street |
| Derby |
| DE1 2RJ |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Consolidated |
| Profit and Loss Account |
| for the Year Ended 31 December 2025 |
| Year Ended | Period |
| 31.12.25 | 24.1.24 to 31.12.24 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 18,644,363 | 16,318,912 |
| Cost of sales | 15,005,284 | 13,133,408 |
| GROSS PROFIT | 3,639,079 | 3,185,504 |
| Distribution costs | 1,319,777 | 1,013,809 |
| Administrative expenses | 2,830,324 | 2,446,891 |
| 4,150,101 | 3,460,700 |
| OPERATING LOSS | 5 | (511,022 | ) | (275,196 | ) |
| Interest receivable and similar income | 314 | - |
| (510,708 | ) | (275,196 | ) |
| Interest payable and similar expenses | 6 | 1,381,301 | 3,031,762 |
| LOSS BEFORE TAXATION | (1,892,009 | ) | (3,306,958 | ) |
| Tax on loss | 7 | (567,000 | ) | (431,000 | ) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(1,325,009 |
) |
(2,875,958 |
) |
| Loss attributable to: |
| Owners of the parent | (1,325,009 | ) | (2,875,958 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (1,325,009 | ) | (2,875,958 | ) |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Consolidated Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 12,481,266 | 14,009,584 |
| Tangible assets | 10 | 2,570,791 | 1,293,516 |
| Investments | 11 | - | - |
| 15,052,057 | 15,303,100 |
| CURRENT ASSETS |
| Stocks | 12 | 2,657,344 | 2,438,301 |
| Debtors | 13 | 3,337,692 | 2,657,013 |
| Cash at bank | 1,100,693 | 2,459,676 |
| 7,095,729 | 7,554,990 |
| CREDITORS |
| Amounts falling due within one year | 14 | 14,041,518 | 8,497,918 |
| NET CURRENT LIABILITIES | (6,945,789 | ) | (942,928 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
8,106,268 |
14,360,172 |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
(12,056,235 |
) |
(16,985,130 |
) |
| PROVISIONS FOR LIABILITIES | 19 | (250,000 | ) | (250,000 | ) |
| NET LIABILITIES | (4,199,967 | ) | (2,874,958 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 | 1,000 | 1,000 |
| Retained earnings | 21 | (4,200,967 | ) | (2,875,958 | ) |
| SHAREHOLDERS' FUNDS | (4,199,967 | ) | (2,874,958 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 18 March 2026 and were signed on its behalf by: |
| AP Antunes - Director |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Company Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| NET ASSETS/(LIABILITIES) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Retained earnings | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| Company's profit/(loss) for the financial year |
620,039 |
(345,536 |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 1,000 | - | 1,000 |
| Total comprehensive income | - | (2,875,958 | ) | (2,875,958 | ) |
| Balance at 31 December 2024 | 1,000 | (2,875,958 | ) | (2,874,958 | ) |
| Changes in equity |
| Total comprehensive income | - | (1,325,009 | ) | (1,325,009 | ) |
| Balance at 31 December 2025 | 1,000 | (4,200,967 | ) | (4,199,967 | ) |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2025 |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 23 | 1,047,051 | 8,231,775 |
| Interest paid | (1,086,212 | ) | (2,561,287 | ) |
| Interest element of hire purchase payments paid |
(9,657 |
) |
(1,611 |
) |
| Finance costs paid | (285,432 | ) | (468,864 | ) |
| Tax paid | 152,881 | 278,119 |
| Net cash from operating activities | (181,369 | ) | 5,478,132 |
| Cash flows from investing activities |
| Purchase of subsidiary | - | (15,283,183 | ) |
| Purchase of tangible fixed assets | (1,520,209 | ) | (1,438,073 | ) |
| Sale of tangible fixed assets | 1,200 | - |
| Interest received | 314 | - |
| Net cash from investing activities | (1,518,695 | ) | (16,721,256 | ) |
| Cash flows from financing activities |
| New loans in year | 1,350,000 | 13,650,000 |
| Loan repayments in year | (1,365,000 | ) | - |
| Capital received in year | 70,648 | 51,800 |
| Share issue | - | 1,000 |
| Finance cost | 285,433 | - |
| Net cash from financing activities | 341,081 | 13,702,800 |
| (Decrease)/increase in cash and cash equivalents | (1,358,983 | ) | 2,459,676 |
| Cash and cash equivalents at beginning of year |
24 |
2,459,676 |
- |
| Cash and cash equivalents at end of year |
24 |
1,100,693 |
2,459,676 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Comet SPV 1 Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The consolidated accounts incorporate the accounts of Comet SPV 1 Limited and all of its subsidiary undertakings for the period commencing from its acquisition date 6 March 2024. The acquisition method of accounting has been adopted. No profit or loss account is presented for Comet SPV 1 Limited as permitted by section 408 of the Companies Act 2006. |
| In the company's financial statements, investments in subsidiary undertakings are stated at cost less amounts written off. |
| Turnover |
| Turnover from the sales of goods is recognised when the group has transferred the significant risks and rewards of ownership to the buyer and it is probable that the group will receive the previously agreed amounts upon payment. These criteria are considered to be met when the goods are delivered to the buyer. |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Tangible fixed assets are stated at historical cost or deemed cost less accumulated depreciation. 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 provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. |
| Freehold property | - Straight line over 33 years |
| Plant and machinery | - 20% on cost |
| Motor vehicles | - 25% on cost |
| Office equipment | - 20% on cost |
| Freehold land is not depreciated. |
| 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 within 'other operating income' in the profit and loss account. |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks and work in progress |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items, cost is determined on a first in first out basis. |
| Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Monetary assets and liabilities denominated in foreign currencies are translated exchange ruling at the balance sheet date. |
| Transactions in foreign currencies are translated into sterling at the rate transaction. |
| Exchange gains and losses are recognised in the profit and loss account. |
| Leasing commitments |
| Rentals paid under operating leases are charged to the profit and loss account as incurred. |
| Hire purchase |
| Those held under hire purchase contracts are depreciated over their estimated useful lives. The |
| interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company 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 when they fall due. Amounts not paid are shown in accruals on the balance sheet. The assets of the plan are held separately from the company in independently administered funds. |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| 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 entity after deducting all of its financial liabilities. |
| Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. |
| Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. |
| Bank financing arrangements |
| The company has a factoring arrangement without recourse to manage its working capital and liquidity needs. Under such arrangements, trade receivables are sold or assigned to a third-party factor in exchange for immediate cash. Factored receivables are derecognised from the balance sheet when the company has transferred substantially all the risks and rewards of ownership to the factor. The proceeds from factoring are recognised as cash received. The interest element and other facility provider's charges are recognised within the profit and loss account as they accrue. |
| Provisions |
| Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in the provision due to passage of time is recognised as interest expense. |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Tangible fixed assets are depreciated over their useful economic lives taking in to account their residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values consider such things as future market conditions, the remaining life of the asset and projected disposal values. |
| The recoverability of debtors is assessed on the likelihood and circumstances of the particular cost. |
| The cost of certain stock is estimated based on weight. |
| The valuation of work in progress and finished goods is based on direct and indirect costs to date, indirect costs are estimated based on a multiple of labour costs which is reassessed each year. |
| Stock that has not been replenished for 12 months is considered to be obsolete and is written off to the Profit and Loss account. |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 4. | EMPLOYEES AND DIRECTORS |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Wages and salaries | 4,130,755 | 3,330,049 |
| Social security costs | 513,919 | 387,451 |
| Other pension costs | 75,919 | 68,299 |
| 4,720,593 | 3,785,799 |
| The average number of employees during the year was as follows: |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| Production staff | 94 | 95 |
| Administrative staff | 7 | 7 |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Directors' remuneration | - | - |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging: |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Depreciation - owned assets | 232,981 | 144,557 |
| Loss on disposal of fixed assets | 8,753 | - |
| Goodwill amortisation | 1,528,318 | 1,273,599 |
| Auditors' remuneration | 20,000 | 17,500 |
| Foreign exchange differences | 28,925 | - |
| Hire of plant and machinery | - | 32,243 |
| Auditors remuneration for non-audit work | 10,500 | 8,250 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Interest payable | 963,986 | 2,557,427 |
| Bank loan interest | 122,226 | 3,860 |
| Hire purchase | 9,657 | 1,611 |
| Finance costs | 285,432 | 460,534 |
| Interest on capital provided | - | 8,330 |
| 1,381,301 | 3,031,762 |
| 7. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Deferred tax | (567,000 | ) | (431,000 | ) |
| Tax on loss | (567,000 | ) | (431,000 | ) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Loss before tax | (1,892,009 | ) | (3,306,958 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
(473,002 |
) |
(826,740 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 246,860 | 105,054 |
| Income not taxable for tax purposes | (79 | ) | - |
| Depreciation in excess of capital allowances | 384,805 | 284,703 |
| Other timing differences | (240,447 | ) | 106,150 |
| Research and development enhanced relief | - | (100,167 | ) |
| Land remediation adjustment | (485,137 | ) | - |
| Total tax credit | (567,000 | ) | (431,000 | ) |
| 8. | INDIVIDUAL PROFIT AND LOSS ACCOUNT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 | 15,283,183 |
| AMORTISATION |
| At 1 January 2025 | 1,273,599 |
| Amortisation for year | 1,528,318 |
| At 31 December 2025 | 2,801,917 |
| NET BOOK VALUE |
| At 31 December 2025 | 12,481,266 |
| At 31 December 2024 | 14,009,584 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Plant and | Motor | Computer |
| property | machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2025 | 693,318 | 553,893 | 121,295 | 69,567 | 1,438,073 |
| Additions | 1,294,032 | 125,945 | 34,785 | 65,447 | 1,520,209 |
| Disposals | - | - | (11,944 | ) | - | (11,944 | ) |
| At 31 December 2025 | 1,987,350 | 679,838 | 144,136 | 135,014 | 2,946,338 |
| DEPRECIATION |
| At 1 January 2025 | 16,670 | 92,612 | 19,345 | 15,930 | 144,557 |
| Charge for year | 23,028 | 152,433 | 37,761 | 19,759 | 232,981 |
| Eliminated on disposal | - | - | (1,991 | ) | - | (1,991 | ) |
| At 31 December 2025 | 39,698 | 245,045 | 55,115 | 35,689 | 375,547 |
| NET BOOK VALUE |
| At 31 December 2025 | 1,947,652 | 434,793 | 89,021 | 99,325 | 2,570,791 |
| At 31 December 2024 | 676,648 | 461,281 | 101,950 | 53,637 | 1,293,516 |
| Included in cost of land and buildings is freehold land of £241,071 which is not depreciated. |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Meteor Holdco Limited |
| Registered office: Hamilton Road, Sutton-In-Ashfield, Nottingham, United Kingdom, NG17 5LN |
| Nature of business: Intermediate parent |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Meteor Bidco |
| Registered office: Hamilton Road, Sutton-In-Ashfield, Nottingham, United Kingdom, NG17 5LN |
| Nature of business: Intermediate parent |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Hollinwell Investments Holdings Limited |
| Registered office: Hamilton Road, Sutton-In-Ashfield, Nottingham, United Kingdom, NG17 5LN |
| Nature of business: Intermediate parent |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Fabrikat (Nottingham) LImited |
| Registered office: Hamilton Road, Sutton-In-Ashfield, Nottingham, United Kingdom, NG17 5LN |
| Nature of business: Manufacture of metal structures |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | STOCKS |
| Group |
| 2025 | 2024 |
| £ | £ |
| Raw materials | 1,586,097 | 1,556,595 |
| Work-in-progress | 481,010 | 248,265 |
| Finished goods | 590,237 | 633,441 |
| 2,657,344 | 2,438,301 |
| 13. | DEBTORS |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 2,077,249 | 1,769,926 |
| Amounts owed by group undertakings | - | 28,200 |
| Other debtors | 3,065 | 39,413 |
| Tax | - | 152,881 |
| Prepayments and accrued income | 355,378 | 331,593 |
| 2,435,692 | 2,322,013 |
| Amounts falling due after more than one | year: |
| Deferred tax | 902,000 | 335,000 | 632,000 | 311,000 |
| Aggregate amounts | 3,337,692 | 2,657,013 |
| Trade debtors are stated after deducting amounts totalling £2,058,087 (2024: £1,144,620) under factoring arrangements without recourse. |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 16) | 1,665,000 | 1,365,000 |
| Hire purchase contracts (see note 17) | 36,213 | 15,592 |
| Trade creditors | 2,203,916 | 2,377,888 |
| Amounts owed to group undertakings | 3,823,660 | 3,568,064 |
| Social security and other taxes | 391,168 | 444,099 |
| Other creditors | 4,949,354 | - |
| Accrued expenses | 972,207 | 727,275 |
| 14,041,518 | 8,497,918 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans (see note 16) | 11,970,000 | 12,285,000 |
| Hire purchase contracts (see note 17) | 86,235 | 36,208 |
| Other creditors | - | 4,663,922 |
| 12,056,235 | 16,985,130 |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due within one year or | on demand: |
| Bank loans | 1,665,000 | 1,365,000 |
| Amounts falling due between one and | two years: |
| Bank loans - 1-2 years | 1,665,000 | 1,365,000 |
| Amounts falling due between two and | five years: |
| Bank loans - 2-5 years | 6,892,500 | 6,142,500 |
| Amounts falling due in more than five | years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 3,412,500 | 4,777,500 | 3,412,500 | 4,777,500 |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase |
| contracts |
| 2025 | 2024 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 36,213 | 15,592 |
| Between one and five years | 86,235 | 36,208 |
| 122,448 | 51,800 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 17. | LEASING AGREEMENTS - continued |
| Group |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year | 104,068 | 106,206 |
| Between one and five years | 279,528 | 383,596 |
| 383,596 | 489,802 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 2025 | 2024 |
| £ | £ |
| Bank loans | 13,635,000 | 13,650,000 |
| Hire purchase contracts | 122,448 | 51,800 |
| 13,757,448 | 13,701,800 |
| Novo Banco S.A holds a fixed first charge over all the group's assets, and a negative pledge on the secured assets. |
| 19. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Other provisions | 250,000 | 250,000 | 250,000 | 250,000 |
| Aggregate amounts | 250,000 | 250,000 | 250,000 | 250,000 |
| Group |
| Other |
| provisions |
| £ |
| Balance at 1 January 2025 | 250,000 |
| Balance at 31 December 2025 | 250,000 |
| Other provisions relate to contractual building costs arising from the group acquisition. |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 20. | CALLED UP SHARE CAPITAL - continued |
| The following shares were allotted and fully paid for cash at par during the period: |
| 1,000 Ordinary shares of £1.00 each |
| 21. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 January 2025 | (2,875,958 | ) |
| Deficit for the year | (1,325,009 | ) |
| At 31 December 2025 | (4,200,967 | ) |
| 22. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Vigent Group SGPS S.A. is regarded by the directors as being the company's ultimate parent company at the balance sheet date. |
| The 100% share capital of the group was acquired by Metalogalva - Irmaos Silvas, S. A. on 6 March 2024. |
| All companies within the group share the registered office as detailed on page 1. |
| 23. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 24.1.24 |
| Year Ended | to |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Loss before taxation | (1,892,009 | ) | (3,306,958 | ) |
| Depreciation charges | 232,980 | 144,557 |
| Loss on disposal of fixed assets | 8,753 | - |
| Amortisation of goodwill | 1,528,318 | 1,273,599 |
| Finance costs | 1,381,301 | 3,031,762 |
| Finance income | (314 | ) | - |
| 1,259,029 | 1,142,960 |
| Increase in stocks | (219,043 | ) | (2,438,301 | ) |
| Increase in trade and other debtors | (266,560 | ) | (2,504,132 | ) |
| Increase in trade and other creditors | 273,625 | 12,031,248 |
| Cash generated from operations | 1,047,051 | 8,231,775 |
| Comet SPV 1 Limited (Registered number: 15439020) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 24. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2025 |
| 31.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 1,100,693 | 2,459,676 |
| Period ended 31 December 2024 |
| 31.12.24 | 24.1.24 |
| £ | £ |
| Cash and cash equivalents | 2,459,676 | - |
| 25. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 2,459,676 | (1,358,983 | ) | 1,100,693 |
| 2,459,676 | (1,358,983 | ) | 1,100,693 |
| Debt |
| Finance leases | (51,800 | ) | (70,648 | ) | (122,448 | ) |
| Debts falling due within 1 year | (1,365,000 | ) | (300,000 | ) | (1,665,000 | ) |
| Debts falling due after 1 year | (12,285,000 | ) | 315,000 | (11,970,000 | ) |
| (13,701,800 | ) | (55,648 | ) | (13,757,448 | ) |
| Total | (11,242,124 | ) | (1,414,631 | ) | (12,656,755 | ) |