IRIS Accounts Production v26.1.0.640 15439020 Board of Directors 31.12.25 1.1.25 31.12.25 31.12.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Parent holding company true true false true true false false false true false Ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh154390202024-12-31154390202025-12-31154390202025-01-012025-12-31154390202024-01-23154390202024-01-242024-12-31154390202024-12-3115439020ns15:EnglandWales2025-01-012025-12-3115439020ns14:PoundSterling2025-01-012025-12-3115439020ns10:Director12025-01-012025-12-3115439020ns10:Consolidated2025-12-3115439020ns10:ConsolidatedGroupCompanyAccounts2025-01-012025-12-3115439020ns10:PrivateLimitedCompanyLtd2025-01-012025-12-3115439020ns10:Consolidatedns10:MediumEntities2025-01-012025-12-3115439020ns10:Consolidatedns10:Audited2025-01-012025-12-3115439020ns10:SmallCompaniesRegimeForDirectorsReport2025-01-012025-12-3115439020ns10:SmallCompaniesRegimeForAccounts2025-01-012025-12-3115439020ns10:Consolidated2025-01-012025-12-3115439020ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2025-01-012025-12-3115439020ns10:Medium-sizedCompaniesRegimeForAccountsns10:Consolidated2025-01-012025-12-3115439020ns10:FullAccounts2025-01-012025-12-311543902012025-01-012025-12-3115439020ns10:OrdinaryShareClass12025-01-012025-12-3115439020ns10:Director22025-01-012025-12-3115439020ns10:Director32025-01-012025-12-3115439020ns10:Director42025-01-012025-12-3115439020ns10:RegisteredOffice2025-01-012025-12-3115439020ns10:Consolidated2024-01-242024-12-3115439020ns5:CurrentFinancialInstruments2025-12-3115439020ns5:CurrentFinancialInstruments2024-12-3115439020ns5:Non-currentFinancialInstruments2025-12-3115439020ns5:Non-currentFinancialInstruments2024-12-3115439020ns5:ShareCapital2025-12-3115439020ns5:ShareCapital2024-12-3115439020ns5:RetainedEarningsAccumulatedLosses2025-12-3115439020ns5:RetainedEarningsAccumulatedLosses2024-12-3115439020ns5:ShareCapital2024-01-242024-12-3115439020ns5:RetainedEarningsAccumulatedLosses2024-01-242024-12-3115439020ns5:RetainedEarningsAccumulatedLosses2025-01-012025-12-3115439020ns5:NetGoodwill2025-01-012025-12-3115439020ns5:IntangibleAssetsOtherThanGoodwill2025-01-012025-12-3115439020ns5:CostValuation2024-12-3115439020ns5:WithinOneYearns5:CurrentFinancialInstruments2025-12-3115439020ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3115439020ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2025-12-3115439020ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2024-12-3115439020ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2025-12-3115439020ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2024-12-3115439020ns10:OrdinaryShareClass12025-12-31
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: M Caetano
B Mota
AP Antunes
T Vieira





REGISTERED OFFICE: Hamilton Road
Sutton-in-Ashfield
Nottingham
Nottinghamshire
NG17 5LN





REGISTERED NUMBER: 15439020 (England and Wales)





AUDITORS: Bates Weston Audit Ltd
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:





AP Antunes - Director


18 March 2026

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.

M Caetano
B Mota
AP Antunes
T Vieira

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:





AP Antunes - Director


18 March 2026

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.




Wayne Thomas FCA (Senior Statutory Auditor)
for and on behalf of Bates Weston Audit Ltd
Statutory Auditors
Chartered Accountants
The Mills
Canal Street
Derby
DE1 2RJ

27 April 2026

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 (1,325,009 ) (2,875,958 )

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 12,983,256 12,983,256
12,983,256 12,983,256

CURRENT ASSETS
Debtors 13 8,383,815 8,099,163
Cash at bank 532,893 918,788
8,916,708 9,017,951
CREDITORS
Amounts falling due within one year 14 10,454,461 5,146,821
NET CURRENT (LIABILITIES)/ASSETS (1,537,753 ) 3,871,130
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,445,503

16,854,386

CREDITORS
Amounts falling due after more than one
year

15

(10,920,000

)

(16,948,922

)

PROVISIONS FOR LIABILITIES 19 (250,000 ) (250,000 )
NET ASSETS/(LIABILITIES) 275,503 (344,536 )

CAPITAL AND RESERVES
Called up share capital 20 1,000 1,000
Retained earnings 274,503 (345,536 )
SHAREHOLDERS' FUNDS 275,503 (344,536 )

Company's profit/(loss) for the financial
year

620,039

(345,536

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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)

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 1,000 - 1,000
Total comprehensive income - (345,536 ) (345,536 )
Balance at 31 December 2024 1,000 (345,536 ) (344,536 )

Changes in equity
Total comprehensive income - 620,039 620,039
Balance at 31 December 2025 1,000 274,503 275,503

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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
Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

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
101 102

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 12,983,256
NET BOOK VALUE
At 31 December 2025 12,983,256
At 31 December 2024 12,983,256

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 7,748,750 7,748,750
Other debtors 3,065 39,413 3,065 39,413
Tax - 152,881 - -
Prepayments and accrued income 355,378 331,593 - -
2,435,692 2,322,013 7,751,815 7,788,163

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 8,383,815 8,099,163

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 1,365,000 1,365,000
Hire purchase contracts (see note 17) 36,213 15,592 - -
Trade creditors 2,203,916 2,377,888 - 14,204
Amounts owed to group undertakings 3,823,660 3,568,064 3,770,126 3,556,166
Social security and other taxes 391,168 444,099 - -
Other creditors 4,949,354 - 4,949,354 -
Accrued expenses 972,207 727,275 369,981 211,451
14,041,518 8,497,918 10,454,461 5,146,821

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 10,920,000 12,285,000
Hire purchase contracts (see note 17) 86,235 36,208 - -
Other creditors - 4,663,922 - 4,663,922
12,056,235 16,985,130 10,920,000 16,948,922

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 1,365,000 1,365,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 1,665,000 1,365,000 1,365,000 1,365,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 6,892,500 6,142,500 6,142,500 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: £    £   
1,000 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 )