Company registration number 16400139 (England and Wales)
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
PAGES FOR FILING WITH REGISTRAR
Affinia
19th Floor
1 Westfield Avenue
London
E20 1HZ
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
STATEMENT OF FINANCIAL POSITION
AS AT
31 OCTOBER 2025
31 October 2025
- 1 -
31 October 2025
30 April 2025
Notes
€
€
€
€
Fixed assets
Investments
4
16,016,000
Current assets
Cash at bank and in hand
54,507
Creditors: amounts falling due within one year
6
(16,199,850)
(7,159)
Net current liabilities
(16,145,343)
(7,159)
Net liabilities
(129,343)
(7,159)
Capital and reserves
Called up share capital
7
Profit and loss reserves
(129,343)
(7,159)
Total equity
(129,343)
(7,159)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 27 October 2026 and are signed on its behalf by:
Mr C Smyth
Mr S Angus
Director
Director
Company registration number 16400139 (England and Wales)
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
- 2 -
1
Accounting policies
Company information
Clarenta Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 25 Farringdon Street, London, United Kingdom, EC4A 4AB.
1.1
Reporting period
The financial statements contain a comparative accounting period of less than one month due to the prior period being the incorporation of the company.
The financial statements for the current year have also been prepared for an accounting period of six months due to changing the financial year end date.
1.2
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
At the year end date, the exchange rate was 1.1383 Euros per British Pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The financial position of the Company is shown in the Statement of Financial Position. The Company is dependent on funding provided by the parent undertakings. The Directors have received confirmation from the parent that it will provide financial support as is necessary to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of signing these financial statements.
The Directors have considered the forecasts and projections of the parent company, Comet International Holdings Limited, taking account of reasonably possible changes in trading performance and cash collection profile. Based on the letter of support and the explanations received from the Directors of group undertakings the Directors have prepared these financial statements on the going concern basis.
1.4
Revenue
Revenue is made up of management income which is recognised at the fair value of the consideration received or receivable for management services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 3 -
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 5 -
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Foreign exchange
Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in other currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Going concern
Judgement is required when assessing whether the going concern basis of preparation remains appropriate. This assessment requires consideration of the Company’s current financial position, expected future cash flows, and the availability of financing and other support for a period of at least twelve months from the date of approval of the financial statements.
The Company was loss making during the year. The Company has been and continues to be dependent upon funding provided by group undertakings. The Director's have received confirmation from group undertakings that it will provide financial support as is necessary to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of signing these financial statements.
The Director's has considered the forecasts and projections of group undertakings, Comet International Holdings Limited, taking account of reasonably possible changes in trading performance and cash collection profile. Based on the letter of support and the explanations received from the director of group undertakings the director has prepared these financial statements on the going concern basis.
Investment impairment
The Directors have performed an impairment assessment of the investment as at the reporting date and has concluded that no impairment provision is required. This conclusion is based on the following considerations,
The subsidiary continues to trade profitably and generated positive operating results during the period,
Actual financial performance has been broadly in line with expectation when investment was acquired,
There are no indicators of a significant deterioration in the financial position, operating performance, market conditions, or future prospects of the business,
The business continues to generate positive cash flows and remains a going concern and
The carrying value of the investment is supported by the underlying net assets and the expected future earnings and cash flow generation of the acquired business
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2025
2025
Number
Number
Total
2
2
4
Fixed asset investments
2025
2025
€
€
Shares in group undertakings and participating interests
16,016,000
Movements in fixed asset investments
Shares in subsidiaries
€
Cost or valuation
At 1 May 2025
-
Additions
16,016,000
At 31 October 2025
16,016,000
Carrying amount
At 31 October 2025
16,016,000
At 30 April 2025
-
On 2 May 2025, the Company completed the acquisition of 100% of the ordinary share capital of ILife Consulting Sarl, for a total consideration of €16 million, made up of €10.5 million cash and €5.5 million of share capital in Comet International Holding Ltd.
The company is now considered a wholly owned subsidiary.
5
Subsidiaries
Details of the company's subsidiaries at 31 October 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Clarenta France Sarl (Formerly ILife Consulting Sarl)
France
Ordinary
100.00
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025
- 7 -
6
Creditors: amounts falling due within one year
2025
2025
€
€
Amounts owed to group undertakings
16,096,747
Taxation and social security
25,670
Other creditors
77,433
7,159
16,199,850
7,159
7
Called up share capital
2025
2025
2025
2025
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary Shares of 0.01c each
100
100
100
100
8
Events after the reporting date
On 28 November 2025, the company completed the acquisition of 100% of the ordinary share capital of Clarenta Ltd EOOD (Formerly: Comac Medical EOOD), for an issue of 100 ordinary shares in Clarenta Group Ltd (Formerly: Comac Medical Group Ltd) in exchange for 100% share capital in Comac Medical EOOD (5,000 BGN).
The company is now considered a wholly owned subsidiary.
On 6 August 2026, the company completed the acquisition of 55% of the ordinary share capital of L2D Services, a company based on France for an initial consideration of €2,024,000 plus an earn out of up to €1,500,000 payable over the next three years.
The company is now considered to be a subsidiary entity.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified.
Senior Statutory Auditor:
Richard Lane
Statutory Auditor:
Affinia (Stratford)
Date of audit report:
27 October 2026
CLARENTA GROUP LIMITED
(FORMERLY COMAC MEDICAL GROUP LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025
- 8 -
10
Related party transactions
During the period, the Company received management fee income of €68,006 (Period ending 30 April 2025 - €Nil) from Clarenta France Sarl (Formerly: ILife Consulting Sarl).
As at 31 October 2025, the company owed €74,973 to Clarenta France Sarl (Formerly: ILife Consulting Sarl). This balance accrues interest of 5% per annum and is repayable in 2026.
As at 31 October 2025, the company owed €16,021,773 to Comet International Holding Ltd. This balance accrues interest of 10% per annum and is repayable in 2026.
11
Parent company
The immediate parent of the company is Comet International Holding Ltd.
The controlling fund is EdgeCap Partners I Usaldusfond.
The ultimate controlling party is Kristjan Piilmann.