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Company Registration: 13142215







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025


STORSKOGEN UK LIMITED







































 


STORSKOGEN UK LIMITED
 


 
COMPANY INFORMATION


Directors
L P Glader 
B C Hansson 
H L James 
C M Pullen 




Registered number
13142215



Registered office
Sweden House
5 Upper Montagu Street

London

England

W1H 2AG




Independent auditor
Moore Kingston Smith LLP
Chartered Accountants & Statutory Auditor

6th Floor

9 Appold Street

London

EC2A 2AP





 


STORSKOGEN UK LIMITED
 



CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 31


 


STORSKOGEN UK LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present the strategic report for the year ended 31 December 2025.

Principal activity
 
The principal activity of the Company continues to be that of acquiring and holding investments in a diversified group of profitable companies with strong market positions. 

Principal risks and uncertainties
 
The principal risks and uncertainties facing the Company relate to the general uncertainty as to the level of economic activity going forward, continued high inflation and interest rates which will affect the Company and its subsidiary businesses, the availability of quality acquisition targets and the availability of capital with which to fund future acquisitions. 

Fair review of business
 
The Company continued to operate its existing portfolio of companies during the year ended 31 December 2025. In addition the Company acquired a majority (92.5%) stake in Carry Gently, a leading provider in transport of high value, fragile equipment, and exercised its option to acquire an additional 10% of the share capital of its subsidiary, Tornado Wire Group Limited.

In addition the company acquired the remaining 20% share capital of its subsidiary, Fabco Sanctuary Limited which became the company’s first wholly owned subsidiary.    

The Company is funded by way of loans and equity capital from its ultimate parent company, Storskogen Group AB. During the year new shares were issued to the parent company in order to facilitate the part repayment of loans to the ultimate parent company, so reducing the company’s long term loans due to the ultimate parent company from £230.0m at 31 December 2024 to £145.0m at 31 December 2025. This repayment of loans, together with reducing interest rates has resulted in significantly reduced interest costs in the year to 31 December 2025. 

Overall the company’s portfolio of investments continues to perform in line with expectations, however, due to a challenging economic environment and competitive markets, three investments did not perform as expected, and hence an impairment of £17.0m was recognised in the year to 31 December 2025. 

The Company made pre-tax losses of £28,082,005 
(2024: £32,501,140) for the year ended 31 December 2025 after the recognised impairment of £17.0m (2024: £14.5m) and had net assets of £138,750,932 (2024: £52,478,406) at 31 December 2025.

Key performance indicators
 
The Directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the business at the present time.

Promoting the success of the company
 
The Directors consider that in conducting the business of the Company over the course of the year they have complied with section 172(1) (a) to (f) of the Companies Act 2006 (“S172(A)”) by fulfilling their duty to promote the success of the Company. When making decisions, each director ensures that they act in a way that would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following matters:

(a) The likely consequences of any decision in the long term

The Company’s strategy is to acquire businesses for long-term growth. The directors do not intend to divest businesses and they make investments with an infinite ownership horizon in mind. Therefore the long term consequences are firmly within the sights of the Board when all material decisions are made.

 
Page 1

 


STORSKOGEN UK LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Promoting the success of the company (continued)

(b) The interest of the Company’s employees

People are a key factor to the success of the Company. The directors seek to retain people for the long term and our recruitment strategy is based on offering our employees both fulfilling careers and balanced lives. We look to our employees to contribute ideas for our future growth, and share the rewards of the business through our long term incentive plan. 

(c) The need to foster the Company’s business relationships with suppliers, customers and others

The directors seek to promote strong, long term, mutually beneficial relationships with suppliers and its subsidiary undertakings. Such general principles are critical in the delivery of the Company’s strategy. 

(d) The impact of the Company’s operations on the community and the environment

The directors take overall responsibility for the Company’s impact on the local communities in which the Company operates and the environment. Storskogen’s approach to sustainability is detailed in the annual report of Storskogen Group AB for the year ended 31 December 2025, which details the key priority areas of responsible business, minimised environmental impact and being a sustainable employer. 

(e) The desirability of the Company maintaining a reputation for high standards of business conduct

The directors recognise the importance of acting in ways which promote high standards of business conduct. The board periodically reviews and approves clear operating frameworks, to ensure that its high standards are maintained both within the businesses and the business relationships the Company has with stakeholders. 

(f) The need to act fairly as between members of the Company

The Company is a wholly owned subsidiary of Storskogen Group International AB.


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



C M Pullen
Director

Date: 6 May 2026

Page 2

 


STORSKOGEN UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Results and dividends

The loss for the year, after taxation, amounted to £25,302,474 (2024: loss £29,678,283).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

L P Glader 
B C Hansson 
H L James 
J M P Lofgren (resigned 26 May 2025)
C M Pullen (appointed 26 May 2025)

Directors' responsibilities statement

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

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

Principal risks

The principal risks facing the business relate to the following: 

Liquidity risk 

Liquidity risk is the risk that the Company will be unable to meet its payment obligations when they become due. 

The Company monitors its liquidity position regularly and maintains sufficient liquidity facilities to conduct its business. 

 
Page 3

 


STORSKOGEN UK LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Interest rate risk 

Interest rate risk is the risk that fair value or future cash flows from a financial instrument will vary due to changes in market interest rates. 

The Company is primarily exposed to interest rate risk regarding the Company’s intercompany loans at variable interest rates. At the balance sheet date all the Company’s intercompany loans are at variable interest rates. 

Foreign currency risk 

Currency risk is the risk that fair values and cash-flows relating to financial instruments may fluctuate when the value of foreign currencies changes. 

The Company is not exposed to any significant currency risk. 

Employee involvement 

As the parent company of a large group with over 250 employees with the group, Storskogen UK Limited recognised the importance of engaging with our workforce and ensuring that the interest and well-being of employees are considered in decision-making. Most employees are employed by our subsidiaries and each subsidiary company operates its own employee engagement and communications processes independently. The Board, however, oversees and monitors the effectiveness of these processes at the Group level.

During the financial year ended 31 December 2025, the Company ensured that each subsidiary was responsible for managing its own employee communication and engagement activities. These initiatives were tailored to the specific needs of the workforce within each subsidiary and included, but were not limited to: 

Independent Communication Channels: Each subsidiary maintained its own internal communication strategies, with regular updates on business performance, company developments, and other key information shared through channels such as emails, newsletters, and local meetings. The Board encourages this decentralised approach, recognising that subsidiaries are best positioned to communicate directly with their workforce on local matters. 

Management and Employee Engagement: Internal meetings between subsidiary management teams and employees were held independently within each entity. These meetings provided employees the opportunity to discuss local operational matters and give feedback to their respective management teams. 

Training and Development: Each subsidiary operated its own employee training and development programmes, which were designed to meet the specific needs of its workforce. The Group encouraged this decentralised approach, allowing each subsidiary to focus on building relevant skills within their teams. 
 
Although employee engagement and communications are handled at the subsidiary level, Storskogen UK Limited remains involved in monitoring and overseeing these processes to ensure that the Group’s overall standards and values are upheld.
 
Post balance sheet events

On 4 March 2026 the Company acquired a further 20% stake in SGS Tool Group Limited. 

On 31 March 2026 a loan of £5,060,000 was obtained from the company’s ultimate parent company, Storskogen Group AB. This amount has interest charged at the Sterling Overnight Indexed Average rate (“SONIA”) plus 2.77% and is payable quarterly in arrears. The maturity date of the loan is 15 March 2036. 

On 2 April 2026 the Company acquired a majority stake in DEMS Investments Limited. In connection with that acquisition the Company issued 2 new ordinary shares to its parent undertaking. 

Page 4

 


STORSKOGEN UK LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

The Company continues to look at further acquisition opportunities with a view to diversifying its portfolio of well-managed and profitable small and medium-sized companies. 

Energy and carbon report

As the Company has not consumed more than 40,000kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information. 

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006. 

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



C M Pullen
Director

Date: 6 May 2026

Sweden House
5 Upper Montagu Street
London
England
W1H 2AG

Page 5

 


STORSKOGEN UK LIMITED
 


 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STORSKOGEN UK LIMITED

Opinion


We have audited the financial statements of Storskogen UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the notes to the financial statements, including significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the annual reportOur 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 


STORSKOGEN UK LIMITED

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STORSKOGEN UK LIMITED (CONTINUED)

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.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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

 
Page 7

 


STORSKOGEN UK LIMITED

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STORSKOGEN 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 aggregate,they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism through out the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

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

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Page 8

 


STORSKOGEN UK LIMITED

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STORSKOGEN UK LIMITED (CONTINUED)

Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged with governance
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 2006Our 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.




Daniel Lever (Senior Statutory Auditor)
for and on behalf of
Moore Kingston Smith LLP
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP

7 May 2026
Page 9

 


STORSKOGEN UK LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
1,010,001
960,000

Gross profit
  
1,010,001
960,000

Administrative expenses
  
(3,824,660)
(3,775,169)

Impairment of investment in subsidiaries
  
(17,000,000)
(14,500,000)

Operating loss
 5 
(19,814,659)
(17,315,169)

Income from shares in group undertakings
 9 
3,000,000
2,500,000

Interest receivable and similar income
 10 
39,479
-

Interest payable and similar expenses
 11 
(11,306,825)
(17,685,971)

Loss before tax
  
(28,082,005)
(32,501,140)

Tax on loss
 12 
2,779,531
2,822,857

Loss for the financial year
  
(25,302,474)
(29,678,283)

Other comprehensive income for the year
  

Credit to equity for equity settled share-based payments
 22 
-
213,631

Other comprehensive income for the year
  
-
213,631

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 13 to 31 form part of these financial statements.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Page 10

 


STORSKOGEN UK LIMITED
REGISTERED NUMBER:  13142215



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
5,457
15,385

Investments
 14 
302,572,458
311,394,305

  
302,577,915
311,409,690

Current assets
  

Debtors: amounts falling due within one year
 15 
2,313,110
2,815,302

  
2,313,110
2,815,302

Creditors: amounts falling due within one year
 16 
(21,065,711)
(31,395,128)

Net current liabilities
  
 
 
(18,752,601)
 
 
(28,579,826)

Total assets less current liabilities
  
283,825,314
282,829,864

Creditors: amounts falling due after more than one year
 17 
(145,074,382)
(230,349,660)

Provisions for liabilities
  

Deferred tax
 19 
-
(1,798)

  
 
 
-
 
 
(1,798)

Net assets
  
138,750,932
52,478,406


Capital and reserves
  

Called up share capital 
 20 
235
168

Share premium account
 21 
210,119,791
98,544,858

Profit and loss account
 21 
(71,369,094)
(46,066,620)

Total equity
  
138,750,932
52,478,406


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




H L James
Director

Date: 6 May 2026

The notes on pages 13 to 31 form part of these financial statements.

Page 11

 


STORSKOGEN UK LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
108
11,761,984
(16,601,968)
(4,839,876)


Comprehensive loss for the year

Loss for the year
-
-
(29,678,283)
(29,678,283)

Credit to equity for equity settled share-based payments (note 22)
-
-
213,631
213,631
Total comprehensive loss for the year
-
-
(29,464,652)
(29,464,652)


Contributions by and distributions to owners

Shares issued during the year (debt for equity) (note 20)
60
86,782,874
-
86,782,934


Total transactions with owners
60
86,782,874
-
86,782,934



At 1 January 2025
168
98,544,858
(46,066,620)
52,478,406


Comprehensive loss for the year

Loss for the year
-
-
(25,302,474)
(25,302,474)
Total comprehensive loss for the year
-
-
(25,302,474)
(25,302,474)


Contributions by and distributions to owners

Shares issued during the year (debt for equity) (note 20)
67
111,574,933
-
111,575,000


Total transactions with owners
67
111,574,933
-
111,575,000


At 31 December 2025
235
210,119,791
(71,369,094)
138,750,932


The notes on pages 13 to 31 form part of these financial statements.

Page 12

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Storskogen UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sweden House, 5 Upper Montagu Street, London, England, W1H 2AG. 

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Storskogen Group AB (publ) as at 31 December 2025 and these financial statements may be obtained from the company website and its registered office, Hovslagargatan 3, 111 48 Stockholm, Sweden.

 
2.3

Exemption from preparing consolidated financial statements

The Company  is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

The Company is financed by its ultimate parent company, Storskogen Group AB. The Company made a loss for the year of £25,302,474 after interest costs of £11,306,825 on loans and cash pool balances outstanding to Storskogen Group AB and impairment of £17,000,000. The Company has received a letter of support from Storskogen Group AB confirming that it will continue to provide sufficient financial support to the Company for at least twelve months from the date of this report. 

At 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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 13

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentation currency is GBP and all amounts in the financial statements and notes have been rounded off to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.6

Turnover

Turnover relates to management fees from subsidiary undertakings and is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

  
2.7

Dividend

Dividend income from investments is recognised when the shareholders right to receive payment has been established.

 
2.8

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.9

Interest income

Interest income is recognised when it is probable that economic benefits will flow to the Company and can be measured reliably.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

  
2.12

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 
2.13

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Page 15

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.14

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

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


 
2.15

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.

Depreciation is provided on the following basis:

Plant and equipment
-
3 years straight line
Fixtures and fittings
-
3 years straight line

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.

Page 16

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.16

Fixed asset investments

Interests in subsidiaries 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. 

Consideration payable for the options over minority interests are initially recognised at the estimated amount payable to be recognised in creditors, and is subsequently remeasured with adjustments made to the cost of the investment in the subsidiary. See note 2.18 for more information. 

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

  
2.17

Impairment of fixed assets

At each reporting period end date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

  
2.18

Put and call options

The Company holds put and call options over the purchase of the residual non-controlling interests in its subsidiary undertakings. These put and call options are initially recognised at fair value against the valuation of investment together with a corresponding liability recognised in other creditors. At each reporting date, the options are revalued with any movement in fair value recognised against the investment and liability.

 
2.19

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.

Page 17

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.20

Financial instruments

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

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

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

Basic financial assets

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

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

Impairment of financial assets

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

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

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

Basic financial liabilities

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

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

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

Page 18

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.20
Financial instruments (continued)

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

Derecognition of financial assets

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

Derecognition of financial liabilities

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

  
2.21

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Any premium above par value is recognised as share premium. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.


3.


Judgements in applying accounting policies 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.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Option to purchase holdings of minority interests
Options to purchase non-controlling interests are valued using a discounted cash flow model based on expected future cash flows and an appropriate discount rate, and are revalued at each balance sheet date. The uncertainty in this revaluation lies in the applied discount rate and future profitability of the entities over which the options are held, which is based on the same estimates and assumptions as those made in the Company's impairment reviews detailed below.

Impairment losses on non-financial assets
To assess the need for impairment, the recoverable amount for each asset or cash generating entity is calculated based on expected future cash flows and using an appropriate interest rate to be able to discount the cash flows. Uncertainties lie in assumptions about future operating profit and the determination of an appropriate discount rate. The rate used to discount the forecast cash flows from the investments is between 9.1% and 9.8% (2024: 9.1% and 9.7%) and long-term growth rates are set at 2% (2024: 2%).


 
Page 19

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgements in applying accounting policies (continued)

During its valuation, the Company ran sensitivity analysis for key assumptions including the discount rate, the terminal growth rate and the margin. In the sensitivity analysis performed, an adverse change of 1% in either of these estimates would not cause any investments' carrying amount to exceed its recoverable amount by a material amount.

Although management believes that its judgements, assumptions and estimates are appropriate, actual results may differ from those estimates under different assumptions or market or macro-economic conditions.

A total impairment charge of £17.0m 
(2024: £14.5m) has been recognised on investments during the year and recognised in profit and loss.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Management of investments
1,010,001
960,000

1,010,001
960,000


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Exchange differences
76
400

Other operating lease rentals
152,768
167,968

Depreciation of tangible fixed assets
13,135
31,055


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2025
2024
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
25,831
23,180

Fees payable to the Company's auditor in respect of:

Taxation compliance services
-
4,450

Page 20

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
1,965,233
1,732,518

Social security costs
282,097
265,878

Cost of defined contribution scheme
150,050
144,569

2,397,380
2,142,965


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
6
6


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
1,142,110
840,500

Company contributions to defined contribution pension schemes
55,700
54,100

Directors compensation and 3rd party payments
135,099
-

1,332,909
894,600


During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £725,555 (2024: £620,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2024: £10,000).


9.


Income from investments

2025
2024
£
£

Income from fixed asset investments
3,000,000
2,500,000

3,000,000
2,500,000




Page 21

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Interest receivable and similar income

2025
2024
£
£


Interest on bank deposits
39,479
-

39,479
-


11.


Interest payable and similar expenses

2025
2024
£
£


Interest payable to group undertakings
11,306,825
17,685,971

11,306,825
17,685,971

Interest payable to group undertakings includes interest on group borrowings of £10,369,569 (2024: £16,288,237) and interest on overdrawn cash pool balances of £937,256 (2024: £1,397,734).


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on losses for the year
(2,836,857)
(2,672,614)

Adjustments in respect of previous periods
59,351
(136,955)


Total current tax
(2,777,506)
(2,809,569)

Deferred tax


Origination and reversal of timing differences
(2,025)
(13,288)

Total deferred tax
(2,025)
(13,288)


Tax on loss
(2,779,531)
(2,822,857)
Page 22

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.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
£
£


Loss on ordinary activities before tax
(28,082,005)
(32,501,140)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
(7,020,501)
(8,125,285)

Effects of:


Expenses not deductible for tax purposes
4,931,619
6,074,925

Other permanent differences
-
(3,978)

Exempt distributions
(750,000)
(625,000)

Movement in deferred tax not recognised
-
(6,564)

Adjustment to tax charge in respect of prior periods
59,351
(136,955)

Total tax credit for the year
(2,779,531)
(2,822,857)


Factors that may affect future tax charges

Storskogen UK Limited is a member of a multinational group that falls within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK and is effective in 2025. 

Under the legislation, the group is liable to pay a top-up tax in the UK for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. 

Deferred tax assets and liabilities arising from Pillar Two top-up taxes have not been recognised as these do not give rise to timing differences within the scope of FRS102. Pillar Two top-up taxes are recognised as current tax in the period in which the obligation to pay the tax arises. 

The Pillar Two rules are applied at a group level, and any resulting top-up taxes would be determined and allocated in accordance with the relevant legislation. 

Based on assessments performed at a group level, management expects that the transitional safe harbour provisions will apply for the year ended 31 December 2025. As a result, no Pillar Two top-up tax is expected to arise in respect of the Company for the current accounting period. 

Accordingly, no current tax charge in respect of Pillar Two top-up taxes has been recognised in these financial statements.

Page 23

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets





Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost


At 1 January 2025
30,812
47,862
78,674


Additions
3,207
-
3,207


Disposals
(1,119)
-
(1,119)



At 31 December 2025

32,900
47,862
80,762



Depreciation


At 1 January 2025
22,880
40,409
63,289


Charge for the year
6,678
6,457
13,135


Disposals
(1,119)
-
(1,119)



At 31 December 2025

28,439
46,866
75,305



Net book value



At 31 December 2025
4,461
996
5,457



At 31 December 2024
7,932
7,453
15,385

Page 24

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2025
330,894,305


Additions
9,367,332


Fair value movement 
(1,189,179)



At 31 December 2025

339,072,458



Impairment


At 1 January 2025
19,500,000


Charge for the period
17,000,000



At 31 December 2025

36,500,000



Net book value



At 31 December 2025
302,572,458



At 31 December 2024
311,394,305

Fair value movements relate to movements on options over minority interests held by the Company.

Three of the Company's investments have not performed in line with expectations due to a challenging economic environment and a very competitive market. Although the Directors expect the long-term performance of these companies to improve significantly, the levels of profit margins achieved historically may not be achieved in the near term, and this has led the directors to conclude that an impairment of £17m to give a revised carrying value of £73m for these investments is appropriate.

Additions in the year included £5,222,374 related to new acquisitions and £4,144,958 related to the acquisition of minority shares in subsidiary companies.

Page 25

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Julian Bowen Limited
1
Ordinary
80%
Stop Start Transport Limited
1
Ordinary
80%
Fabco Sanctuary Limited
1
Ordinary
100%
SGS Tool Group Limited
1
Ordinary
80%
S G S Engineering (UK) Limited *
1
Ordinary
80%
Extra (UK) Limited
1
Ordinary
80%
Cyclex P&A Limited *
5
Ordinary
80%
J&D Pierce (Contracts) Ltd
2
Ordinary
80%
JDP Steel Erection Limited *
3
Ordinary
80%
Tornado Group Limited
1
Ordinary
90%
Tornado Wire Limited *
1
Ordinary
90%
Tornado Wire (Ireland) Limited *
4
Ordinary
90%
AC Electrical Services Group Limited
6
Ordinary
80%
AC Electrical Services (NW) Limited *
6
Ordinary
80%
Carry Gently Holdings Limited
7
Ordinary
92.5%
Carry Gently Limited *
7
Ordinary
92.5%

* Held indirect

Registered office addresses (all UK unless otherwise indicated): 

1. 291 Upper Richmond Road, London, England, SW15 6NP 
2. Unit 14, Caledonian Road, Glengarnock, Ayrshire, KA14 3DA 
3. Unit 17, Manor Court Manor Garth, Eastfield, Scarborough, YO11 3TU 
4. 42 Grattan St, Portlaoise, Laois, R32 HR62 Ireland 
5. Unit CB, Riverview Business Park, Nangor Rd Bluebev, Dublin 12 Ireland 
6. Unit 1, Dakota Court, Amy Johnson Way, Blackpool, FY4 2RP
7. The Brook Trading Estate, Deadbrook Lane, Aldershot, Hampshire, GU12 4XB

Page 26

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Debtors

2025
2024
£
£


Trade debtors
28,529
12,001

Amounts owed by group undertakings
1,492,385
-

Other debtors
3,100
3,100

Prepayments and accrued income
106,676
127,589

Tax recoverable
682,193
2,672,612

Deferred taxation (note 19)
227
-

2,313,110
2,815,302


Amounts owed by group undertakings represents cash pool balances of £1,492,385 (2024: £Nil).

As part of Storskogen Group's treasury operations, all subsidiary companies participate in an interest-bearing bank account sweeping arrangement whereby cash balances and overdrafts are physically swept to the header accounts on a daily basis. As at year-end, interest is charged at 6.28% on overdraft positions and 2.23% on credit positions. Any surplus cash pool position is shown within amounts owed by group undertakings. 


16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Other borrowings (note 18)
-
60,000

Trade creditors
171,329
24,482

Amounts owed to group undertakings
356,925
27,540,894

Other taxation and social security
122,933
140,170

Other creditors
20,195,694
3,522,205

Accruals and deferred income
218,830
107,377

21,065,711
31,395,128


Amounts owed to group undertakings includes accrued interest on group borrowings of £356,925 (2024: £584,852) which is payable quarterly, cash pool balances of £Nil (2024: £26,891,093 overdrawn cash pool balance) and management fees payable of £Nil (2024: £64,949).

As part of Storskogen Group's treasury operations, all subsidiary companies participate in an interest-bearing bank account sweeping arrangement whereby cash balances and overdrafts are physically swept to the header accounts on a daily basis. As at year-end, interest is charged at 6.28% on overdraft positions and 2.23% on credit positions. Any overdrawn cash pool position is shown within amounts owed to group undertakings. 

The balance of £20,195,694 (2024: £3,522,205) disclosed above as other creditors relates to the fair value of options to purchase holdings of minority interests in subsidiary companies.

Page 27

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Other borrowings (note 18)
115,018,298
182,968,298

Taxation and social security
26,502
26,502

Other creditors
30,029,582
47,354,860

145,074,382
230,349,660


The balance of £30,029,582 (2024: £47,354,860) disclosed above as other creditors relates to the fair value of options to purchase holdings of minority interests in subsidiary companies.


18.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Loans from group undertakings
-
60,000


-
60,000



Amounts falling due after more than one year

Loans from group undertakings
115,018,298
182,968,298

115,018,298
182,968,298

Loans from group undertakings
115,018,298
183,028,298


The Company has entered into several loan agreements with its ultimate parent undertaking, Storskogen Group AB, to fund the acquisition of subsidiaries and facilitate cash flow.  

At 31 December 2025, £Nil 
(2024: £60,000) was outstanding with an interest rate of 1.6%. Loans due from group undertakings totaling £96,300,440 (2024: £161,168,298) are outstanding with an interest rate of Sonia + 2.86%, £11,727,858 (2024: £21,800,000) are outstanding with an interest rate of Sonia + 3.02%, £4,200,000 (2024: £Nil) are outstanding with an interest rate of Sonia + 4.36% and £2,790,000 (2024: £Nil) are outstanding with an interest rate of Sonia + 2.94%. These loans have various repayment dates with the earliest being April 2032.  

Interest on all loans is payable quarterly in arrears.

Page 28

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Deferred taxation




2025


£






At beginning of year
(1,798)


Credited to profit or loss
2,025



At end of year
227

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
1,364
3,847

Short term timing differences
(1,591)
(2,049)

(227)
1,798

Deferred tax assets have not been recognised in respect of interest disallowed and carried forward of £4,112,414 (2024: £3,462,192) under the Corporate Interest Restriction regime. Under FRS 102, deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised. Given the uncertainty regarding the timing and level of future taxable profits and the utilisation of the carried forward interest restrictions, the directors consider that the recognition criteria have not been met at the reporting date.


20.


Called up share capital

2025
2024
£
£
Allotted, called up and fully paid



235 (2024 -168) Ordinary shares of £1.00 each
235
168


The Company has one class of ordinary shares which carry one vote per share but carry no right to fixed income.

On 16 June 2025, 66 £1.00 Ordinary shares were issued at a premium of £109,999,934 to the parent company in part repayment of loans and overdrawn cash pool balances outstanding. 

On 8 August 2025, 1 £1.00 Ordinary share was issued at a premium of £1,574,999 to the parent company for cash consideration. 

Page 29

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Reserves

Share premium account

The share premium account represents the excess paid on the nominal value of shares issued by the Company. 

Profit and loss account

The profit and loss account includes all current period retained profits and losses. 


22.


Share-based payments

During the year ended 31 December 2025 the Company’s ultimate holding company, Storskogen Group AB, implemented a share-related incentive programme for employees of Storskogen UK Limited. The programme pertains to the shares of the ultimate holding company. 

Share savings programme

8 employees were offered the opportunity to acquire or allocate already held shares in Storskogen Group AB as savings shares on 16 June 2023.

These shares entitled the holders to receive performance shares free of charge if held for a period of three years and depending on the performance of the Group.

The savings shares were valued by Optio Incentives at either 6.2 SEK or 10.205 SEK each depending on the performance criteria attached.

Option programme

6 employees were granted options in Storskogen Group AB on 1 June 2024. The options were valued by Optio Incentives using a Black Scholes valuation and were valued at 2.26 SEK each.

6 employees were granted options in Storskogen Group AB on 25 May 2025.

The options were valued by Optio Incentives using a Black-Scholes valuation. They were valued at 2.13 SEK each. 

Each option entitles the holder to subscribe for 1 share in Storskogen Group AB. 

The resultant share based payment charge recognised in the income statement in the year ended 31 December 2025 for the above programme and existing programmes was £Nil 
(2024: £213,631).


23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £150,050 (2024: £144,569). Contributions totaling £8,398 (2024: £28,197) were payable to the fund at the reporting date and are included in creditors.

Page 30

 


STORSKOGEN UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
12,653
151,836

Later than 1 year and not later than 5 years
-
37,959

12,653
189,795


25.


Related party transactions

During the year the Company entered into the following transactions with related parties:

- Management fees of £1,010,001
 (2024: £960,000) were receivable from its subsidiaries;
- Management fees of £742,313 
(2024: £808,949) were payable to its ultimate holding company;
- Dividends of £3,000,000 
(2024: £2,500,000) were receivable from subsidiaries;
- Interest of £10,369,569 
(2024: £16,288,236) was payable on loans from its ultimate holding company; and
- Interest of £937,256
 (2024: £1,397,738) was payable to the ultimate holding company on cash pool balances.

As at the balance sheet date the following balances were outstanding with related parties:

- Management fees and recharged costs receivable from subsidiary undertakings of £28,529
 (2024: £12,001);
- Management fees payable to the parent company of £Nil (2024: £64,949);
- Loans due to the ultimate holding company of £115,018,298 (2024: £183,028,298);
- Amounts due from (2024: due to) the ultimate holding company of £1,492,385 (2024: £26,891,093); and
- Interest due on loans from the ultimate holding company of £356,925 
(2024: £584,852).


26.


Post balance sheet events

On 4 March 2026 the company acquired a further 20% stake in SGS Tool Group Limited. 

On 31 March 2026 a loan of £5,060,000 was obtained from the company’s ultimate parent company, Storskogen Group AB. This amount has interest charged at the Sterling Overnight Indexed Average rate (“SONIA”) plus 2.77% and is payable quarterly in arrears. The maturity date of the loan is 15 March 2036. 

On 2 April 2026 the company acquired a majority stake in DEMS Investments Limited. In connection with that acquisition the company issued 2 new ordinary shares to its parent undertaking. 


27.


Controlling party

The immediate parent undertaking as at 31 December 2025 was Storskogen Group International AB, a company incorporated in Sweden. 

As at 31 December 2025 the ultimate parent undertaking and controlling party was Storskogen Group AB (publ), a company incorporated in Stockholm, Sweden. Storskogen Group AB (publ) is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of Storskogen Group AB (publ) consolidated financial statements can be obtained from Storskogen Group AB (publ), Hovslagargatan 3, 6fl, 11148 Stockholm, Sweden. 

 
Page 31