Company Registration No. 16024697 (England and Wales)
FASADGRUPPEN UK BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
FASADGRUPPEN UK BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
FASADGRUPPEN UK BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr C H Schmidt
(Appointed 28 October 2024)
Mr M B B Jacobsson
(Appointed 28 October 2024)
Mr C M S Tamm
(Appointed 28 October 2024)
Mr R G Milburn
(Appointed 15 October 2025)
Company number
16024697
Registered office
Rawson Spring Way
Riverside Trading Estate
Hillsborough
Sheffield
South Yorkshire
England
S6 1PG
Auditor
Knowles Warwick Audit Services Limited
Charlotte House
500 Charlotte Road
Sheffield
S2 4ER
FASADGRUPPEN UK BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
1

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.

 

Review of the business

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.

Principal risks and uncertainties

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.

FASADGRUPPEN UK BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
2
Development and performance

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.

Key performance indicators

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.

Other information and explanations

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.

Promoting the success of the company

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

Mr M B B Jacobsson
Director
15 July 2026
FASADGRUPPEN UK BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
3

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

Principal activities

The company was incorporated on 17 October 2024 and began trading as a holding company for the acquisition of subsidiary undertakings on the same date.

Results and dividends

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.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr C H Schmidt
(Appointed 28 October 2024)
Mr M B B Jacobsson
(Appointed 28 October 2024)
Mr C M S Tamm
(Appointed 28 October 2024)
Mr R G Milburn
(Appointed 15 October 2025)
Energy and carbon report

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:

 

 

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.

FASADGRUPPEN UK BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
4
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.

On behalf of the board
Mr M B B Jacobsson
Director
15 July 2026
FASADGRUPPEN UK BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
5

The directors are responsible for preparing the annual 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 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:

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.

FASADGRUPPEN UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FASADGRUPPEN UK BIDCO LIMITED
6
Opinion

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).

In our opinion the financial statements:

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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

FASADGRUPPEN UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FASADGRUPPEN UK BIDCO LIMITED (CONTINUED)
7
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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;

In response to the risk of revenue recognition, we;

In response to the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

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.

FASADGRUPPEN UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FASADGRUPPEN UK BIDCO LIMITED (CONTINUED)
8

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.

Steven Knowles FCA (Senior Statutory Auditor)
For and on behalf of Knowles Warwick Audit Services Limited, Statutory Auditor
Chartered Accountants
Charlotte House
500 Charlotte Road
Sheffield
S2 4ER
15 July 2026
FASADGRUPPEN UK BIDCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2025
9
Period ended
31 December
2025
Notes
£
Gross profit
-
Administrative expenses
(98,106)
Other operating income
48,711
Operating loss
3
(49,395)
Interest receivable and similar income
6
2,564
Interest payable and similar expenses
7
(5,739,301)
Loss before taxation
(5,786,132)
Tax on loss
8
1,446,533
Loss for the financial period
(4,339,599)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

FASADGRUPPEN UK BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
10
Period ended
31 December
2025
£
Loss for the period
(4,339,599)
Other comprehensive income
-
Total comprehensive income for the period
(4,339,599)
FASADGRUPPEN UK BIDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
11
2025
Notes
£
£
Fixed assets
Investments
9
121,581,958
Current assets
Debtors
11
90,965
Cash at bank and in hand
120,261
211,226
Creditors: amounts falling due within one year
12
(3,758,213)
Net current liabilities
(3,546,987)
Total assets less current liabilities
118,034,971
Creditors: amounts falling due after more than one year
13
(68,930,511)
Net assets
49,104,460
Capital and reserves
Called up share capital
16
119
Share premium account
53,443,940
Profit and loss reserves
(4,339,599)
Total equity
49,104,460
The financial statements were approved by the board of directors and authorised for issue on 15 July 2026 and are signed on its behalf by:
Mr M B B Jacobsson
Director
Company registration number 16024697 (England and Wales)
FASADGRUPPEN UK BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
12
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 31 December 2025:
Loss and total comprehensive income
-
-
(4,339,599)
(4,339,599)
Issue of share capital
16
119
53,443,940
-
53,444,059
Balance at 31 December 2025
119
53,443,940
(4,339,599)
49,104,460
FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
13
1
Accounting policies
Company information

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.

1.1
Reporting period

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.

1.2
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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:

 

 

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.

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company did not generate any turnover during the period, however, it earned other income in the form of management charges for services provided to its subsidiary companies.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
14

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
15
Derecognition of financial assets

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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
16
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the 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.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

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

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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.

FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
17
3
Operating loss
2025
Operating loss for the period is stated after (crediting):
£
Exchange gains
(225)
4
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
9,800
5
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2025
Number
Directors
4

Their aggregate remuneration comprised:

2025
£
Wages and salaries
16,897
Social security costs
2,347
Pension costs
4,333
23,577
6
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
2,564
7
Interest payable and similar expenses
2025
£
Interest on bank overdrafts and loans
4,293,654
Interest payable to group undertakings
1,445,647
5,739,301
FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
18
8
Taxation
2025
£
Current tax
Group tax relief
(1,446,533)

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:

2025
£
Loss before taxation
(5,786,132)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(1,446,533)
Taxation credit in the financial statements
(1,446,533)
9
Fixed asset investments
2025
Notes
£
Investments in subsidiaries
10
121,581,958
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 17 October 2024
-
Additions
121,581,958
At 31 December 2025
121,581,958
Carrying amount
At 31 December 2025
121,581,958
FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
9
Fixed asset investments
(Continued)
19

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.

10
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Clear Line Holdings
United Kingdom
Ordinary
100.00
-
Clear Line Assets
United Kingdom
Ordinary
0
100.00
Clear Line Maintenance
United Kingdom
Ordinary
0
100.00
11
Debtors
2025
Amounts falling due within one year:
£
Amounts owed by group undertakings
66
Other debtors
20,005
Prepayments and accrued income
70,894
90,965
FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
20
12
Creditors: amounts falling due within one year
2025
Notes
£
Bank loans and overdrafts
14
47,070
Amounts owed to group undertakings
3,677,758
Taxation and social security
5,840
Accruals and deferred income
27,545
3,758,213
13
Creditors: amounts falling due after more than one year
2025
Notes
£
Bank loans and overdrafts
14
44,540,490
Other borrowings
14
24,390,021
68,930,511
14
Loans and overdrafts
2025
£
Bank loans
44,540,490
Bank overdrafts
47,070
Loans from group undertakings
24,390,021
68,977,581
Payable within one year
47,070
Payable after one year
68,930,511

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.

FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
21
15
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
4,333

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.

16
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary Shares of 0.0001p each
66,450,727
66
2025
2025
Preference share capital
Number
£
Issued and fully paid
Preference A1 of 0.0001p each
1,963,458
2
Preference A2 of 0.0001p each
51,480,535
51
53,443,993
53
Preference shares classified as equity
53
Total equity share capital
119

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.

FASADGRUPPEN UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
22
17
Related party transactions
2025
Amounts due to related parties
£
Entities with control, joint control or significant influence over the company
24,390,021
Entities over which the entity has control, joint control or significant influence
3,677,758

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.

18
Ultimate controlling party

The company is a wholly owned subsidiary of Fasadgruppen UK Limited, a company registered in England & Wales under company number 16022574. The registered office of Fasadgruppen UK Limited is 1 Rawson Spring Way, Sheffield, United Kingdom, S6 1PG.

The company is under the ultimate control of Fasadgruppen Group AB, a company registered in Sweden with Corporate Number 559158-4122. The registered office of Fasadgruppen Group AB is located at Lilla Bantorget 11, SE-111 23, Stockholm.

The following are the parents of the largest and smallest groups in which this company's results are consolidated:

Largest group
Fasadgruppen Group AB
Smallest group
Fasadgruppen UK Limited

The results of the company are consolidated into the group accounts of Fasadgruppen UK Limited, the largest UK group, which is itself consolidated into the group accounts of the ultimate controlling party, Fasadgruppen Group AB.

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