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Registered number: 08147976 COSMOS NEWCO UK LIMITED ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
COSMOS NEWCO UK LIMITED
COMPANY INFORMATION
Directors | Francoise Esther Raoul-Duval
| Davide Mario Russo
| Financiere Diamond SAS
| Mark Stephen Smith
Registered number | 08147976
Registered office | 14-16 Jubilee Drive
| Loughborough
| Leicestershire
| LE11 5XS
Independent auditor | Grant Thornton UK LLP
| Chartered Accountants & Statutory Auditor
| Waterloo House
| 71 Princess Road West
| Leicester
| LE1 6TR
COSMOS NEWCO UK LIMITED
CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 8
Independent Auditor's Report | 9 - 13
Consolidated Statement of Comprehensive Income | 14
Consolidated Statement of Financial Position | 15
Company Statement of Financial Position | 16
Consolidated Statement of Changes in Equity | 17
Company Statement of Changes in Equity | 18
Consolidated Statement of Cash Flows | 19 - 20
Notes to the Financial Statements | 21 - 41
COSMOS NEWCO UK LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The principal activity of the group during the year was the design and manufacture of display products. The principal activity of the company during the year was as a holding company for the trading subsidiary.
Business review
Turnover for the year ended 31 December 2025 was £45,925,324 (2024: £49,891,883) decreasing by £3,966,559 on the prior year, and the pre-tax profit was £3,340,572 (2024: £4,727,029), a decrease of £1,386,457 on the prior year. Gross profit for the year ended 31 December 2025 was £16,726,712 (2024: £17,031,209) decreasing by £304,497. The gross profit margin of 36.4% (2024: 34.1%) showed a decrease of 2.3%. Group net assets for 2025 were £6,683,957 (2024: £6,740,572) showing a decrease of £56,615. The directors remain confident of the group’s position in the market place and that it will continue to remain strong and profitable through its good management and operational planning.
Principal risks and uncertainties
The principal risks and uncertainties facing the business relate to the need to continue carefully monitoring any new US tariff announcements. The company has been largely unaffected by the current tariff set and the company remains confident that future US sales will remain unaffected in any future changes in the tariff rate. The business remains vigilant of its assessment of the supply chain of materials imported from China. The group will seek to mitigate any effects of the tariffs through operational changes of the supply chain. The customers in the US have agreed to the current level of tariff set by the US Government. Should the tariff levels increase, manufacturing will move to Diam Premium North America Inc based in US. The directors seek to mitigate the impact of the above risk by ensuring that the group continues to work closely with the existing supply chain to minimise the levels of material price increase by securing prices in advance. The directors of the business have considered other risks and uncertainties that are outlined in the Directors' Report.
Financial key performance indicators
The directors of the group consider turnover (see above) and profit to be the key performance indicators. The profit being the profit after tax which for year ended 31 December 2025 was £2,444,219 (2024: £3,138,474) a decrease of £694,255 on the prior year. The decrease in profit is largely due to lower turnover in 2025, as shown above, leading to decreased profits from prior year. However, the group’s overall performance surpassed the 2025 budget expectations, and sales in 2024 were considered an exceptional year for the business.
Other key performance indicators
The directors of the group are confident that financial key performance indicators provide a comprehensive and reliable measure of business performance. At present, they do not see the need to incorporate additional non-financial key performance indicators, as the existing financial metrics are deemed sufficient for effective monitoring and decision-making. The group places high importance on corporate social responsibility, in particular the businesses energy use and its carbon emissions produced. Further details of the group targets can be found on Directors' Report on Energy and Carbon Reporting. Page 1
COSMOS NEWCO UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Social inclusion
The group's social inclusion policy ensures that there are employment opportunities open to all at Cosmos Newco UK Limited. Working with external agencies, the group is proactively helping people who are often excluded from the workplace to be trained and to find employment with Cosmos Newco UK Limited.
Environmental
The group is proud in promoting its sustainability initiatives which includes investing in solar panels, introducing in house recycling for an ethical and responsible supply chain and actively recycling material waste from our operations as well as returned and obsolete store displays.
Directors' statement of compliance with duty to promote the success of the group
The directors of the group must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows: A director of a group must act in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: ∙the likely consequences of any decisions in the long term; ∙the interests of the group's employees; ∙the need to foster the group's business relationships with suppliers, customers and others; ∙the impact of the group's operations on the community and environment; ∙the desirability of the group maintaining a reputation for high standards of business conduct; ∙the need to act fairly as between shareholders of the group. The Strategic Report and the Directors' Reports convey these duties in the reports. The directors have met these duties in the following ways: ∙Long-term: Our business plan is designed to drive long-term success for the group by delivering continuous service and innovation to our customers. It strengthens our commitment to growth as a secure and resilient business, ensuring stability for our customers, suppliers, and employees; ∙Our People First: Employees are at the heart of our strategy. We strive to be a responsible employer, offering fair pay and benefits while prioritising their health, safety, and well-being; ∙Building Strong Connections: We remain dedicated to deepening relationships with our customers and suppliers, actively engaging to better understand their perspectives and priorities; ∙Responsible Leadership: Our board of directors is committed to ensuring the business operates with integrity, maintaining high standards of conduct and governance expected for an organisation of our calibre. Page 2
COSMOS NEWCO UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
Davide Mario Russo Director
Date: 25 June 2026
Page 3
COSMOS NEWCO UK LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the consolidated financial statements for the year ended 31 December 2025.
Results and dividends
The profit for the year, after taxation, amounted to £2,444,219 (2024: £3,138,474). A dividend of £2,500,834 was paid in the year (2024: £513,040).
Directors
The directors who served during the year, and up to the date of signing this report, were:
Francoise Esther Raoul-Duval
Davide Mario Russo
Financiere Diamond SAS
Mark Stephen Smith was appointed as director after the year end on 28 April 2026.
Directors' Responsibilities Statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company and group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
COSMOS NEWCO UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Qualifying third party indemnity provisions
The group has a number of qualifying indemnity provisions in place. There provisions provide protection to the group in the event of certain losses or liabilities. The group believes that these provisions are necessary to protect its business and to ensure its financial stability. A directors' and officers' insurance policy has been put in place to ensure adequate coverage for all directors, protecting them for reasonable actions taken on behalf of the group. These indemnities, classified as a qualifying third-party indemnity provision under Section 234 of the Companies Act 2002, were active throughout the financial year and continue to apply to both current and former directors of the group.
Research and development
During the year, the group did not engage in research and development activities (2024: £5,128).
Future developments
The group continues to push its B2D – Back To Diam – recycling initiative to its customers as part of its ongoing commitment to reduce its carbon footprint and retains its membership with Ecovadis (Platinum grade – top 1% globally).
Statement of engagement with suppliers, customers and other in a business relationship with the group
The directors recognise the importance of fostering strong and collaborative relationships with the group’s suppliers, customers, and wider stakeholders. Throughout the financial year, the board has remained committed to ensuring that these relationships are built on trust, transparency, and mutual benefit, contributing to the group's long-term success. Engagement with Suppliers: We have worked closely with our suppliers to maintain resilient supply chains, ensuring consistent quality and service while supporting sustainable and ethical business practices. Regular communication, joint planning initiatives, and strategic partnerships have been essential in strengthening these relationships, enabling operational efficiency and innovation across the group. Engagement with Customers: Understanding and responding to customer needs has remained a priority. Through direct feedback, market analysis, and continuous improvements in our products and services, we have enhanced customer satisfaction and loyalty. Investments in digital solutions, customer service enhancements, and personalised engagement strategies have further strengthened our ability to deliver value and maintain long-term relationships. Engagement with Other Stakeholders: Beyond suppliers and customers, the board has engaged with regulators, industry bodies, and key partners to ensure responsible business operations and compliance with evolving regulations. Open dialogue and active participation in industry forums have supported our commitment to ethical business conduct and strategic decision-making. Impact on Principal Decisions: The directors have taken business relationship considerations into account when making key decisions, such as expanding service capabilities, adapting pricing models, and implementing sustainability initiatives. This stakeholder-focused approach has helped align our strategic direction with the interests of those who contribute to and rely on our business. The board remains dedicated to fostering positive engagement with suppliers, customers, and stakeholders to drive long-term business growth, stability, and ethical practices. Page 5
COSMOS NEWCO UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties Financial instruments
The group uses financial instruments, other than derivatives, comprising cash borrowings, cash and other liquid resources and various other items such as trade debtors and creditors that arise directly from its operations. The main risks arising from the group's financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The directors review and agree policies for managing each of these risks and they are summarised below. The policies have remained unchanged from previous periods.
Interest rate risk
The group finances its operations through a mixture of equity funding, retained profits, bank and inter-group borrowings. Management periodically reviews its funding structures to ensure an optimal structure is in place, bearing in mind the commercial needs of the group and its wider group and relevant legislation.
Liquidity risk
The group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitable. This is achieved through appropriately structured bank and inter-group debt and equity facilities. Short term flexibility is achieved by invoice discounting facilities. Foreign currency risk The group is exposed to transaction foreign currency risk.
Credit risk
The group seeks to minimise its exposure to bad debts by continually monitoring its exposure to customers and, where possible, agreeing payment profiles with customers.
Overseas branches
The group does not have any branches that operate outside the UK.
Going concern
The group has prepared a cash flow forecast projecting forward to the end of December 2027. Capital spend has been achieved over recent years and continued investment in 2025 with further additions of machinery, and improvements made to the plant from funds generated through operations. While the UK offices were fully refurbished in 2025, there will be no depletion of capital capabilities over the coming years, as the plant remains to be stocked with good quality and relatively new equipment that will not need to be replaced in the near future. The business demonstrated continued growth during 2025, (with 2024 sales being considered exceptional) resulting in increased retained earnings providing stability. For 2026 and the foreseeable future, the company plans to continue in targeting growth of sales, by expansion in other segments of the market and increase the volume of its revenue streams. Page 6
COSMOS NEWCO UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Energy and carbon reporting
We continue our membership with Ecovadis (Platinum grade – top 1% globally), CDP (“A list” standing) as well as further commitments to our local environment through Act4nature, whilst also staying committed to our SBTi targets. ∙To reduce our direct CO2 emissions by 46% by 2030 (from 2019 levels). ∙To have 95% renewable electricity usage at our sites globally by 2030 (globally at 94% and locally at 100%). ∙To have 80% recycled plastic content in our products by 2030. ∙100% FSC certified Wood by 2025 has been met. ∙To manage waste sustainably and create closed loop opportunities with the help of our B2D facilities globally. Locally, B2D has been successfully implemented. ∙To raise employee awareness on the environment. ∙To educate suppliers across industries on best practices sustainably. ∙To aid local community and charities through services and donations. ∙All DIAM sites to have at least 1 action in aid of Biodiversity. (Annually). ∙All employees to be represented by a member of our Employee Representative Group.
| 2025 | 2024
Energy consumption | kWh | kWh
- Gas combustion | 703,037 | 825,474
- Electricity purchased | 1,022,422 | 1,074,721
Aggregate of energy consumption in the year | 1,725,459 | 1,900,195
The group does not track fuel-related energy consumption separately from its overall energy usage for transportation.
Emissions of CO2 equivalent
| 2025 | 2024
| Metric tonnes | Metric tonnes
Scope 1 - direct emissions |  |
- CO2 emitted and fuel consumed for owned transport | 564 | 471
- Emissions from combustion of gas | 141 | 154
- Others (Fugitive emissions) | 57 | -
Scope 2 - indirect emissions |  |
- Electricity purchased | 236 | 242
Scope 3 - other indirect emissions |  |
- Fuel consumed for transport not owned by the group | 203 | 186
Total gross emissions | 1,201 | 1,053
Page 7
COSMOS NEWCO UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Energy and carbon reporting (continued) Intensity ratios
| 2025 | 2024
Tonnes of CO2e per full-time employee | 5.22 | 4.81
Tonnes of CO2e per £100,000 of annual turnover | 2.61 | 2.11
The group track energy consumption (kWh) via bills for each year. This is then reported to group who use an emission factor to multiply and convert to metric tonnes. The emission factor is taken from ADEME.
Subsequent events
There have been no significant events affecting the group since the reporting date. The ongoing conflict in the Middle East has contributed to rising oil prices, which are having a direct impact on the cost of polymer-based raw materials. In addition, transport costs continue to rise, adding further pressure throughout the supply chain. The group have taken extensive measures to manage these pressures internally and to minimise the impact on the customers wherever possible in the form of using recycled materials from obsolete goods returned from market and using electric vehicles being charged from the array of solar panels owned by the business at the group’s site. However, the scale of the disruption and cost increases now being experienced means that price adjustments are unavoidable to continue supply reliably and sustainably. Nevertheless, the group remains committed to working closely with customers and maintaining continuity of supply wherever possible.
Disclosure of information to auditor
The directors confirm that: ∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware; and ∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.
Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Davide Mario Russo Director
Date: 25 June 2026
Page 8
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COSMOS NEWCO UK LIMITED
Opinion
We have audited the financial statements of Cosmos Newco UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion: ∙the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended; ∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as cost of living crisis we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period. Page 9
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COSMOS NEWCO UK LIMITED (CONTINUED) Conclusions relating to going concern (continued) In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 other information comprises the information included in the Annual Report and consolidated financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and consolidated financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Page 10
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COSMOS NEWCO UK LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Page 11
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COSMOS NEWCO UK LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks (United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006) and the relevant tax compliance regulations in the jurisdiction in which the company operates. ∙We enquired of management, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. ∙We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our commercial experience and through discussions with management. ∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management and evaluating management’s incentives and opportunities for manipulation of the financial statements. We considered the risk of fraud to be higher through the potential for management override of controls. Audit procedures performed by the engagement team included: −testing journal entries, in particular journal entries relating to management estimates and entries determined to be large, or unusual; and −challenging assumptions and judgements made by management. ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. Page 12
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COSMOS NEWCO UK LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) ∙The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s: −Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation. −Understanding of the financial reporting framework and the relevant tax compliance regulations specific to the entity. ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Jane Jones BSc (Hons) FCA Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Leicester 25 June 2026 Page 13
COSMOS NEWCO UK LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 45,925,324 | 49,891,883
Cost of sales |  | (29,198,612) | (32,860,674)
Gross profit |  | 16,726,712 | 17,031,209
Administrative expenses |  | (13,084,160) | (11,628,181)
Exceptional administrative expenses | 5 | - | (148,310)
Operating profit | 6 | 3,642,552 | 5,254,718
Interest payable and similar expenses | 10 | (301,980) | (527,689)
Profit before taxation |  | 3,340,572 | 4,727,029
Tax on profit | 11 | (896,353) | (1,588,555)
Profit for the financial year |  | 2,444,219 | 3,138,474
Unrealised deficit on revaluation of tangible fixed assets |  | - | 1,604,521
Other comprehensive income for the year |  | - | 1,604,521
Total comprehensive income for the year |  | 2,444,219 | 4,742,995
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 2,444,219 | 3,138,474
There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive Income.
The notes on pages 21 to 41 form part of these financial statements.
Page 14
COSMOS NEWCO UK LIMITED REGISTERED NUMBER:08147976
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 25,769 |  | 8,817
Tangible assets | 14 |  | 5,327,925 |  | 4,960,565
|  |  | 5,353,694 |  | 4,969,382
Current assets |  |  |  |  |
Stocks | 16 | 2,410,045 |  | 1,359,533 |
Debtors: amounts falling due within one year | 17 | 15,410,754 |  | 13,289,750 |
Cash at bank and in hand |  | 5,640,384 |  | 7,552,875 |
|  | 23,461,183 |  | 22,202,158 |
Creditors: amounts falling due within one year | 18 | (20,888,418) |  | (19,286,134) |
Net current assets |  |  | 2,572,765 |  | 2,916,024
Total assets less current liabilities |  |  | 7,926,459 |  | 7,885,406
Provisions for liabilities |  |  |  |  |
Deferred taxation | 20 |  | (467,502) |  | (369,834)
Warranty provision | 21 |  | (775,000) |  | (775,000)
Net assets |  |  | 6,683,957 |  | 6,740,572
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 3,272,500 |  | 3,272,500
Revaluation reserve | 24 |  | 3,106,846 |  | 3,106,846
Other reserves | 24 |  | (3,945,000) |  | (3,945,000)
Profit and loss account | 24 |  | 4,249,611 |  | 4,306,226
Equity attributable to owners of the parent company |  |  | 6,683,957 |  | 6,740,572
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Davide Mario Russo
Director
Date: 25 June 2026
The notes on pages 21 to 41 form part of these financial statements. Page 15
COSMOS NEWCO UK LIMITED REGISTERED NUMBER:08147976
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 6,545,000 |  | 6,545,000
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 1,103,326 |  | 1,140,609 |
Cash at bank and in hand |  | 491 |  | 472 |
|  | 1,103,817 |  | 1,141,081 |
Creditors: amounts falling due within one year | 18 | (3,767,407) |  | (3,579,989) |
Net current liabilities |  |  | (2,663,590) |  | (2,438,908)
Total assets less current liabilities |  |  | 3,881,410 |  | 4,106,092
Net assets |  |  | 3,881,410 |  | 4,106,092
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 3,272,500 |  | 3,272,500
Profit and loss account | 24 |  | 608,910 |  | 833,592
Total equity |  |  | 3,881,410 |  | 4,106,092
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent company for the year was £2,276,152 (2024: £820,301). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Davide Mario Russo
Director
Date: 25 June 2026
The notes on pages 21 to 41 form part of these financial statements. Page 16
COSMOS NEWCO UK LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Revaluation reserve | Other reserves | Profit and loss account | Equity attributable to owners of parent company | Total equity
| £ | £ | £ | £ | £ | £
At 1 January 2024 | 3,272,500 | 1,502,325 | (3,945,000) | 1,680,792 | 2,510,617 | 2,510,617
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | - | 3,138,474 | 3,138,474 | 3,138,474
Property valuation uplift | - | 1,604,521 | - | - | 1,604,521 | 1,604,521
Total comprehensive income for the year | - | 1,604,521 | - | 3,138,474 | 4,742,995 | 4,742,995
Contributions by and distributions to owners |  |  |  |  |  |
Dividends: Equity capital | - | - | - | (513,040) | (513,040) | (513,040)
At 1 January 2025 | 3,272,500 | 3,106,846 | (3,945,000) | 4,306,226 | 6,740,572 | 6,740,572
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | - | 2,444,219 | 2,444,219 | 2,444,219
Contributions by and distributions to owners |  |  |  |  |  |
Dividends: Equity capital | - | - | - | (2,500,834) | (2,500,834) | (2,500,834)
At 31 December 2025 | 3,272,500 | 3,106,846 | (3,945,000) | 4,249,611 | 6,683,957 | 6,683,957
| The notes on pages 21 to 41 form part of these financial statements.
Page 17
COSMOS NEWCO UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 3,272,500 | 526,331 | 3,798,831
Comprehensive income for the year |  |  |
Profit for the year | - | 820,301 | 820,301
Total comprehensive income for the year | - | 820,301 | 820,301
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (513,040) | (513,040)
At 1 January 2025 | 3,272,500 | 833,592 | 4,106,092
Comprehensive income for the year |  |  |
Profit for the year | - | 2,276,152 | 2,276,152
Total comprehensive income for the year | - | 2,276,152 | 2,276,152
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (2,500,834) | (2,500,834)
At 31 December 2025 | 3,272,500 | 608,910 | 3,881,410
| The notes on pages 21 to 41 form part of these financial statements.
Page 18
COSMOS NEWCO UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 2,444,219 | 3,138,474
Adjustments for: |  |
Amortisation of intangible assets | 18,310 | 16,058
Depreciation of tangible assets | 599,183 | 422,500
Investment income | - | (48,083)
Interest paid | 301,980 | 300,470
Finance costs | - | 152,991
Taxation charge | 896,353 | 1,588,555
(Increase)/decrease in stocks | (1,050,512) | 571,074
Increase in debtors | 5,494,570 | (3,626,317)
Decrease in amounts owed by group undertakings | (7,615,574) | 1,629,804
Increase in creditors | 2,910,933 | 2,344,917
Corporation tax (paid) | (997,368) | (694,591)
Increase in provision | - | 275,000
Exceptional administrative expenses | - | (148,310)
Net cash generated from operating activities | 3,002,094 | 5,922,542
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (35,262) | (540)
Purchase of tangible fixed assets | (966,543) | (477,848)
Tangible fixed assets acquired but not paid | (12,987) | 43,129
Net cash used in investing activities | (1,014,792) | (435,259)
Page 19
COSMOS NEWCO UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Repayment of invoice discounting | (44,415,568) | (43,878,979)
Cash received from invoice discounting | 46,477,476 | 43,728,118
Dividends paid | (2,500,834) | (513,040)
Interest paid | (301,980) | (252,388)
(Decrease)/increase in amounts owed to group undertakings | (3,152,482) | 737,608
Repayment of intercompany loans | - | (832,293)
Net cash used in financing activities | (3,893,388) | (1,010,974)
Net (decrease)/increase in cash and cash equivalents | (1,906,086) | 4,476,309
Cash and cash equivalents at beginning of year | 7,552,875 | 3,224,049
Foreign exchange gains and losses | (6,405) | (147,483)
Cash and cash equivalents at the end of year | 5,640,384 | 7,552,875
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,640,384 | 7,552,875
The notes on pages 21 to 41 form part of these financial statements.
Page 20
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Cosmos Newco UK Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 08147976, and its registered head office is located at 14-16 Jubilee Drive, Loughborough, Leicestershire, LE11 5XS. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3). The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17 (d); and ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 December 2015. Page 21
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The group has prepared a cash flow forecast projecting forward to the end of December 2027. Capital spend has been achieved over recent years and continued investment in 2025 with further additions of machinery, and improvements made to the plant from funds generated through operations. While the UK offices were fully refurbished in 2025, there will be no depletion of capital capabilities over the coming years, as the plant remains to be stocked with good quality and relatively new equipment that will not need to be replaced in the near future. The business demonstrated continued growth during 2025, (with 2024 sales being considered exceptional) resulting in increased retained earnings providing stability. For 2026 and the foreseeable future, the company plans to continue in targeting growth of sales, by expansion in other segments of the market and increase the volume of its revenue streams.
| 2.5 | Foreign currency translation
The company's functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the Consolidated Statement of Financial Position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange gains and losses are recognised in the Consolidated Statement of Comprehensive Income.
| 2.6 | Revenue
Revenue comprises amounts recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. In the majority of cases revenue is recognised at the point at which goods ordered are fully dispatched or the service is fully completed and can be evidenced through authorised signed approval. In a minority of instances, turnover is recognised when work has been completed but the goods have not been dispatched, as long as related customer purchase orders are in place. In this case the revenue is recognised via accrued income which will then be reversed out when the goods are physically dispatched and sales invoices are raised.
| 2.7 | Operating leases: the group as lessee
Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term. Page 22
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Pensions
Defined contribution pension plan The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence. Page 23
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows: Computer software - 3 years on a straight line basis
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 2% per annum on valuation
|  |  |  | Plant and machinery | - | 10% - 25% per annum on cost
|  |  |  | Motor vehicles | - | 25% per annum on cost
|  |  |  | Fixtures and fittings | - | 10% - 50% per annum on cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Revaluation of tangible fixed assets
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss. Page 24
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment losses.
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.16 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Financial instruments
The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the group's Statement of Financial Position when the group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Page 25
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 26
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Derecognition of financial assets Financial assets are derecognised when the contractual rights to future cash flows expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
| 2.19 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Critical accounting judgements and sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained. Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following: Estimates Key judgements made by the directors in the preparation of these financial statements (and related areas of estimation uncertainty) are the levels of: Investment in subsidiary (note 15) Cosmos Newco UK Ltd has considered the value of its investment £6,545,000 in its subsidiary Diam UK Ltd. After careful consideration, the group's directors are satisfied that the actions and plans that the management team of Diam UK Ltd have in place will maintain the value of its investment in the group for the foreseeable future. Page 27
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Critical accounting judgements and sources of estimation uncertainty (continued) Property valuation (note 14) A property valuation was completed on 31 December 2024, establishing a revised estimated value as of that date. While this valuation provides an updated financial assessment, certain factors contribute to the inherent uncertainty of the estimated figure. The group believe the last revised valuation remains a fair valuation as of December 2025. Sources of uncertainty: ∙Market Volatility: Property values are influenced by fluctuating market conditions, including changes in demand, interest rates, and broader economic trends. The valuation reflects the market snapshot as of December 31 but may not account for subsequent shifts. ∙Comparable Property Data: Valuation methodologies often rely on sales of comparable properties. Any variations in location, property condition, or unique features may introduce subjectivity into the estimated value. ∙Regulatory and Planning Considerations: Zoning laws, tax policies, and potential future developments in the area may affect the property’s value, yet these factors remain uncertain at the time of valuation. ∙Operational and Financial Assumptions: The estimated value assumes stable operational costs and maintenance expenses, but unforeseen changes in property upkeep requirements or external financial pressures could impact long-term valuation stability. Key assumptions: ∙Stable Market Conditions: The valuation assumes that market dynamics remain relatively consistent following the assessment date, without sudden economic downturns or surges. ∙Comparable Benchmarking: It is based on the assumption that the identified comparable properties accurately reflect current pricing trends for similar assets in the area. ∙No Significant Structural Changes: The estimation presumes that the property remains in its existing condition and does not undergo substantial renovations or deterioration affecting its valuation. ∙Continuity in Business Use: If the property is used for commercial purposes, the valuation assumes steady demand for such premises without drastic shifts in industry needs or occupancy rates. Recognising these uncertainties and assumptions, the group remains committed to ongoing valuation reviews to ensure accuracy and alignment with market realities. Judgements In the process of preparing the financial statements, no significant judgements were applied. Page 28
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Analysis of turnover
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sales of Goods | 40,186,058 | 44,673,029
| Rendering of Service | 5,739,266 | 5,218,854
|  | 45,925,324 | 49,891,883
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 14,312,616 | 12,449,481
| Rest of Europe | 13,060,106 | 19,483,463
| Rest of the world | 18,552,602 | 17,958,939
|  | 45,925,324 | 49,891,883
5. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional administrative expenses | - | 148,310
| During the prior year, Diam UK Ltd went through a restructuring process to adapt to the needs of its business.
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets - owned | 599,183 | 422,500
| Amortisation of intangible assets | 18,310 | 16,059
| Exchange differences | 516,204 | (125,151)
| Other operating lease rentals: property | 413,483 | 369,775
Page 29
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Auditor's remuneration
| During the year, the group obtained the following services from the company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the parent company and the group's consolidated financial statements | 7,030 | 6,695
| Fees payable to the group's auditor and its associates in respect of: |  |
| Audit of the accounts of subsidiaries | 64,993 | 59,148
| Tax compliance services | 18,000 | 20,850
| All non-audit services not included above | 8,395 | 7,814
8. | Employees
| Staff costs were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 8,945,046 | 8,085,761
| Social security costs | 1,096,911 | 817,022
| Cost of defined contribution scheme | 396,259 | 410,877
|  | 10,438,216 | 9,313,660
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production, design & operations | 196 | 186
|  | Management & administration | 12 | 12
|  | Sales & account management | 22 | 21
|  |  | 230 | 219
9. | Directors' remuneration
There were 2 directors in 2025 (2024: 2 directors) and no remuneration was paid to either of these directors (2024: £Nil). These directors were paid through the parent company. It is not practical to ascertain the proportion of the director's remuneration that specifically relate to this company. Page 30
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 59,056 | 173,102
| Interest on loans from group undertakings | 216,042 | 354,587
| Other interest payable | 26,882 | -
|  | 301,980 | 527,689
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 779,955 | 1,239,569
| Adjustments in respect of previous periods | 18,730 | 8,386
|  | 798,685 | 1,247,955
| Group taxation relief | - | 11,589
| Total current tax | 798,685 | 1,259,544
| Deferred tax |  |
| Origination and reversal of timing differences | 116,388 | 338,424
| Adjustments in respect of prior periods | (18,720) | (9,413)
| Total deferred tax | 97,668 | 329,011
| Taxation on profit on ordinary activities | 896,353 | 1,588,555
Page 31
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,340,572 | 4,727,029
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 835,143 | 1,181,757
| Effects of: |  |
| Fixed asset differences | 51,603 | 75,642
| Chargeable gains | - | 324,750
| Expenses not deductible for tax purposes | 9,597 | 7,432
| Adjustment to tax charge in respect of prior periods | 18,730 | 8,386
| Adjustments to tax charge in respect of previous periods - deferred tax | (18,720) | (9,413)
| Group relief claimed | - | (11,588)
| Payment for group relief | - | 11,589
| Total tax charge for the year | 896,353 | 1,588,555
Factors that may affect future tax charges There has been no change to corporation tax rates for the financial year ended 31 December 2026. For the financial year ended 31 December 2025 the weighted average tax rate is 25% (31 December 2024 weighted average tax rate was 25%). Deferred taxes at the Statement of Financial Position date have been measured using these enacted tax rates and reflected in these financial statements.
12. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends | 2,500,834 | 513,040
Page 32
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Intangible assets
| Group
|  | Computer software
|  | £
| Cost |
| At 1 January 2025 | 1,755,722
| Additions | 35,262
| At 31 December 2025 | 1,790,984
| Amortisation |
| At 1 January 2025 | 1,746,905
| Charge for the year | 18,310
| At 31 December 2025 | 1,765,215
| Net book value |
| At 31 December 2025 | 25,769
| At 31 December 2024 | 8,817
| Amortisation of intangible assets is charged to administrative expenses.
Page 33
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Tangible fixed assets
| Group
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 3,750,001 | 2,865,998 | 19,074 | 3,107,812 | 9,742,885
| Additions | - | 451,106 | 73,950 | 441,487 | 966,543
| At 31 December 2025 | 3,750,001 | 3,317,104 | 93,024 | 3,549,299 | 10,709,428
| Depreciation |  |  |  |  |
| At 1 January 2025 | - | 2,296,686 | 19,074 | 2,466,560 | 4,782,320
| Charge for the year on owned assets | 134,812 | 241,968 | 12,325 | 210,078 | 599,183
| At 31 December 2025 | 134,812 | 2,538,654 | 31,399 | 2,676,638 | 5,381,503
| Net book value |  |  |  |  |
| At 31 December 2025 | 3,615,189 | 778,450 | 61,625 | 872,661 | 5,327,925
| At 31 December 2024 | 3,750,001 | 569,312 | - | 641,252 | 4,960,565
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Motor vehicles | 61,625 | -
Page 34
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Tangible fixed assets (continued)
| Cost or valuation at 31 December 2025 is as follows:
|  |  |  |  | Freehold property
|  |  |  |  | £
| At valuation: |
| On 1 January 2025 | 3,750,000
| On 31 December 2025 | 3,750,000
| If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cost | 1,251,770 | 1,251,770
| Accumulated depreciation | (600,140) | (575,105)
| Net book value | 651,630 | 676,665
| A revaluation of the freehold property was undertaken by Mather Jamie on the 31 December 2024.
Page 35
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 6,545,000
| At 31 December 2025 | 6,545,000
| Net book value |
| At 31 December 2025 | 6,545,000
| At 31 December 2024 | 6,545,000
| The group is required to assess assets for impairment at each reporting date under FRS 102 Section 27 and determine whether there are any indicators of impairment. The assessment includes a number of management judgements and is therefore subject to a high degree of uncertainty. The net assets of Diam UK Ltd of £9.4 million were higher than the carrying amount of the investments of £6.5 million which indicates an impairment is not required.
| Subsidiary undertaking
| The following was a subsidiary undertaking of the company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Diam UK Ltd | 14-16 Jubilee Drive, Loughborough, LE11 5XS | Design and manufacture of display products | Ordinary | 100%
Page 36
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Stocks
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Raw materials and consumables | 1,189,076 | 671,974 | - | -
| Work in progress (goods to be sold) | 760,985 | 294,782 | - | -
| Finished goods and goods for resale | 459,984 | 392,777 | - | -
|  | 2,410,045 | 1,359,533 | - | -
| Stocks are stated after provisions for impairment of £552,011 (2024: £556,522).
17. | Debtors: amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 4,730,380 | 8,053,478 | - | -
| Amounts owed by group undertakings | 7,939,594 | 324,020 | 1,103,326 | 1,140,609
| Other debtors | 244,157 | 107,979 | - | -
| Prepayments and accrued income | 2,496,623 | 4,804,273 | - | -
|  | 15,410,754 | 13,289,750 | 1,103,326 | 1,140,609
| A bad debt provision of £Nil (2024: £30,204) was offset against the trade debtors and the cost recognised within administrative expenses. Other debtors relate to stage payments which are goods dispatched but not invoiced. Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
Page 37
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Creditors: amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 3,753,610 | 1,691,702 | - | -
| Trade creditors | 5,226,516 | 3,839,235 | - | -
| Amounts owed to group undertakings | 4,606,800 | 7,759,282 | 3,760,582 | 3,573,489
| Corporation tax | 551,340 | 769,415 | - | -
| Other taxation and social security | 560,192 | 509,261 | - | -
| Other creditors | 164,002 | 2,974,665 | - | -
| Accruals and deferred income | 6,025,958 | 1,742,574 | 6,825 | 6,500
|  | 20,888,418 | 19,286,134 | 3,767,407 | 3,579,989
| Included within bank loans is invoice discounting of £3,753,611 (2024: £1,691,701) advanced under an invoice discounting arrangement with BNP Paribas which is secured upon the trade debtors to which the arrangement relates. BNP Paribas also hold a first fixed charge over freehold property, trade fixture and fittings, plant and machinery and all intellectual property owned by Diam UK Ltd. The amounts owed to group undertakings are repayable on demand and attract interest at 5.49%.
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 3,753,610 | 1,691,702
20. | Deferred taxation
| Group
|  |  |  |  | 2025
|  |  |  |  | £
| At beginning of year | (369,834)
| Charged to profit or loss | (97,668)
| At end of year | (467,502)
Page 38
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Short term timing differences | 253,885 | 258,042
| Fixed asset timing differences | (347,496) | (253,986)
| Capital losses | (373,891) | (373,890)
|  | (467,502) | (369,834)
21. | Provisions
| Group
|  | Warranty provision
|  | £
| At 1 January 2025 | 775,000
| At 31 December 2025 | 775,000
22. | Analysis of net debt
|  | At 1 January 2025 | Cash flows | At 31 December 2025
|  | £ | £ | £
| Cash at bank and in hand | 7,552,875 | (1,912,491) | 5,640,384
| Debt due within 1 year | (1,691,702) | (2,061,908) | (3,753,610)
|  | 5,861,173 | (3,974,399) | 1,886,774
Page 39
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 3,272,500 (2024: 3,272,500) Ordinary shares of £1.00 each | 3,272,500 | 3,272,500
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
24. | Reserves
| The group's capital and reserves are as follows: Revaluation reserve The freehold property is carried at revalued amount. The latest valuation was performed on 31 December 2025 and represented an uplift on the original cost of acquisitions.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| At beginning of year | 3,106,846 | 1,502,325
| Property valuation uplift | - | 1,604,521
| At end of year | 3,106,846 | 3,106,846
| Other reserves Other reserves comprise of excess of carrying amount of the investments and shares acquired in Diam UK Ltd. Profit and loss account Includes all current and prior period retained profits and losses.
25. | Pension commitments
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £396,259 (2024: £410,877). Contributions totalling £87,679 (2024: £52,564) were payable to the fund at the reporting date and are included in creditors. Page 40
COSMOS NEWCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
26. | Commitments under operating leases
| At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 797,706 | 635,030
| Later than 1 year and not later than 5 years | 820,429 | 1,182,909
|  | 1,618,135 | 1,817,939
27. | Related party transactions
| As a wholly owned subsidiary of Diam International S.A.S, the group is exempt from the requirements of FRS 102 to disclose transactions with other wholly owned members of the group headed by Diam International S.A.S. There are three individuals who have been employed by the company during 2025 (2024: two), that are close family of the directors of the company and are therefore relevant related persons. The salary payments to these individuals during 2025 was £111,595 (2024: £79,314).
28. | Subsequent events
There have been no significant events affecting the group since the reporting date. The ongoing conflict in the Middle East has contributed to rising oil prices, which are having a direct impact on the cost of polymer-based raw materials. In addition, transport costs continue to rise, adding further pressure throughout the supply chain. The group have taken extensive measures to manage these pressures internally and to minimise the impact on the customers wherever possible in the form of using recycled materials from obsolete goods returned from market and using electric vehicles being charged from the array of solar panels owned by the business at the group’s site. However, the scale of the disruption and cost increases now being experienced means that price adjustments are unavoidable to continue supply reliably and sustainably. Nevertheless, the group remains committed to working closely with customers and maintaining continuity of supply wherever possible.
29. | Controlling party
The parent company of Cosmos Newco UK Limited is Diam International S.A.S a company incorporated in France. The ultimate controlling party of Cosmos Newco UK Limited is Financière Vendôme I, a company incorporated in France, who acquired the previous ultimate controlling party (Diam International S.A.S) on July 25, 2024e. Copies of the consolidated financial statements of Financière Vendôme I may be obtained from 1 Rue Chappe, 78130 Les Mureaux, France.
Page 41