The directors present the strategic report for the period ended 31 December 2025.
Principal Activity
Fasadgruppen UK Bidco Limited is an intermediate holding company within the Fasadgruppen Group. The Company was established as the acquisition and financing vehicle for the Group's investment in its UK subsidiary undertakings.
The Company holds investments in its subsidiary undertakings and supports the strategic oversight and financing of the Group's UK operations.
During the period, Fasadgruppen Group AB entered the UK market through the acquisition of Clear Line Holdings Limited, together with its subsidiary undertakings, Clear Line Maintenance Limited and Clear Line Assets Limited. The acquisition represents an important strategic milestone for the wider Group, extending its geographical footprint into one of Europe's largest façade remediation and building envelope markets and establishing a platform for future growth within the United Kingdom.
The Company was established as the acquisition vehicle for the transaction and now holds the Group's investment in the acquired businesses. During the period, the Board's principal focus was the successful completion of the acquisition, implementation of the Group's financing structure and the establishment of appropriate governance and financial reporting arrangements to support the ongoing integration of the acquired businesses.
Through its subsidiary undertakings, the Group operates within the specialist façade remediation and building envelope sector, providing design, refurbishment, maintenance, replacement and fire remediation services. Market demand continues to be supported by increasing building safety requirements, ongoing remediation programmes and the need to maintain and improve existing building stock.
The directors remain confident in the long-term prospects of the Group's UK operations and continue to support the wider Fasadgruppen Group's strategy of sustainable growth through both organic development and the selective acquisition of complementary businesses.
• Financing and Covenant Risk – The Group operates with acquisition-related debt and associated covenant obligations. Compliance is monitored through regular forecasting and engagement with lenders. Access to the wider Group's cash pooling arrangements provides additional liquidity support and enhances financial flexibility.
• Regulatory Risk – Changes in building safety legislation and delays in regulatory approvals may impact project timing and cash flow.
• Project Delivery Risk – Contract profitability may be affected by inflationary pressures, programme delays, supply chain disruption and unforeseen project costs.
• Resource Risk – Competition for experienced technical and project management personnel continues across the sector.
• Market Risk – Economic conditions and reduced construction activity may impact future investment levels, although demand for specialist remediation and safety-related works remains strong.
• Health and Safety Risk – The nature of construction activities creates inherent health and safety risks which are managed through established policies, procedures and training.
The Group’s results largely reflect the performance of its subsidiary undertakings. The Board monitors profitability, cash generation, liquidity and order book development through regular reporting and forecasting.
The Company reported an operating loss of (£49,395) and a net loss of (£4.34m) for the period, principally reflecting finance costs associated with the acquisition structure rather than the underlying trading performance of the Group. The trading operations continued to generate strong cash flows, with cash generated from operations of £2.98m during the period after payment of finance-related costs.
As at 31 December 2025, the Company had net assets of £49.1m, primarily reflecting the equity raised as part of the acquisition transaction, providing a strong capital base to support the Group's operations.
The directors monitor performance through a range of financial and operational measures, including profitability, EBITDA, cash generation, liquidity, covenant compliance, order book development and health and safety performance.
Future Outlook
The Company is well positioned to support the continued development of its subsidiary undertakings following the acquisition of the Clear Line group during the period. The directors expect the underlying businesses to continue to benefit from favourable market conditions, supported by increasing building safety requirements and ongoing investment in the refurbishment and remediation of existing building stock.
The Company will continue to support the wider Fasadgruppen Group's strategy for growth in the United Kingdom through its investment in the Group's UK operations. The directors remain confident that opportunities exist for further organic growth and selective acquisitions that complement the Group's existing capabilities and geographic presence.
The Board will continue to focus on maintaining an appropriate capital structure, supporting the integration and development of its subsidiary undertakings, and providing a strong financial platform for the long-term growth of the Group's UK operations.
In carrying out their duties under Section 172 of the Companies Act 2006, the directors have had regard to the long-term success of the Company, the interests of employees, relationships with customers, suppliers, lenders and regulators, the impact of operations on communities and the environment, and the importance of maintaining high standards of business conduct.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2025.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The company is committed to monitoring and improving energy efficiency across its operations. In accordance with the Streamlined Energy and Carbon Reporting (“SECR”) requirements, the disclosures below relate to UK energy consumption for the year ended 31 December 2025.
The company consumed more than 40,000 kWh of energy in the United Kingdom during the year and is therefore required to make the following disclosures.
The company’s energy consumption for the year was as follows:
Electricity - 91,891 kWh
Gas - 139,947 kWh
Transport fuel usage has not been included, as it was not practical to obtain reliable and complete information in respect of employee mileage claims and fleet vehicle fuel consumption.
During the year, the company continued to monitor energy usage and implement measures to improve efficiency, including reviewing heating and lighting usage, encouraging energy-saving practices amongst staff, and maintaining operational equipment to support efficient performance.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Fasadgruppen UK Bidco Limited (the 'company') for the period ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by;
Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
In response to the risk of revenue recognition, we;
Performed analytical procedures to identify unusual transactions; and
Performed detailed substantive testing across all revenue streams
In response to the risk of fraud through management bias and override of controls, we:
Performed analytical procedures to identify unusual transactions;
Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
Investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
Agreeing financial statement disclosures to underlying supporting documentation
Enquiring of management as to actual and potential litigation and claims; and
Reviewing correspondence with HMRC and other relevant parties.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Fasadgruppen UK Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rawson Spring Way, Riverside Trading Estate, Hillsborough, Sheffield, South Yorkshire, England, S6 1PG.
These financial statements present the first period of account for the company, so span a period exceeding 12 months. Consequently, future 12 month periods will not be entirely comparable to this period of account.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Fasadgruppen UK Limited. These consolidated financial statements are available from its registered office.
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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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 profit and loss account, 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.
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.
The average monthly number of persons (including directors) employed by the company during the period was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
On 29 October 2024, the Company acquired the entire issued share capital of Clear Line Holdings Limited. The total consideration was £119,894,719.55, comprising cash consideration of £48,421,889.25, the issue of shares in Fasadgruppen Group AB valued at £15,311,201, the issue of preference shares by the Company valued at £53,443,993, and £2,717,636.30 retained under the terms of the share purchase agreement in respect of performance guarantees.
The Company's consideration shares comprise two classes of preference shares. Preference Share Class 1 carries an entitlement to dividends equal to 1.64% of the Clear Line Group's adjusted EBITDA for the period from acquisition to 31 December 2026. Preference Share Class 2 carries an entitlement to dividends equal to 42.90% of the Clear Line Group's adjusted EBITDA for the period to 31 December 2028.
Following the end of each respective performance period, the vendors have the option to sell, and the Company has the option to acquire, the relevant preference shares at a value determined by reference to the average adjusted EBITDA achieved during the applicable measurement period, subject to maximum consideration of £2.95 million for Preference Share Class 1 and £77.2 million for Preference Share Class 2, excluding any accrued dividends. Up to 25% of the redemption consideration may be satisfied by the issue of shares in Fasadgruppen Group AB. Where neither option is exercised, the preference shares will continue to carry dividend rights in accordance with their respective terms.
Acquisition costs of £1,691,887.25 have been capitalised as part of the cost of the investment.
Details of the company's subsidiaries at 31 December 2025 are as follows:
The long-term loans are unsecured, however, intra-group guarantees are in place in respect of loans from non-group entities.
All outstanding long-term debt, whether issued by banks or other group entities, bears interest at a rate linked to the Bank of Sweden’s official rate plus a margin of 2.5%. Such debt is repayable in accordance with the terms of the relevant loan agreements.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The company has one class of ordinary shares, which carry one vote per share and participate in capital pro rata to the number held, and two classes of preference shares.
A1 Preference shares were issued at par of £0.0001 per share at a premium of £1 per share. They carry no voting rights and participate in value based on an enterprise valuation linked to average EBITDA performance after 31 December 2026. They rank for repayment of £1,000 per share plus any arrears of dividend, with any remaining balance shared pro rata with other shareholders. They are not redeemable.
A2 Preference shares were issued at par of £0.0001 per share at a premium of £1 per share. They carry no voting rights and participate in value based on an enterprise valuation linked to average EBITDA performance after 31 December 2028. They rank for repayment of £1,000 per share plus any arrears of dividend, with any remaining balance shared pro rata with other shareholders. They are not redeemable.
Amounts owed to the parent undertaking are unsecured and repayable on demand. Interest on outstanding balances accrues at a rate in line with the Nordea bank base rate, plus a margin of 2.5%, in accordance with the loan agreement.
Included within amounts owed to subsidiary undertakings is a balance of £5,052,671, which is unsecured and subject to a formal loan agreement. Interest is charged in accordance with the terms of that agreement.
The outstanding balance has been reduced by £1,446,533, representing compensation receivable in respect of corporation tax losses surrendered under a group relief arrangement.
The following are the parents of the largest and smallest groups in which this company's results are consolidated: