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COMPANY REGISTRATION NO: 15263188
PROJECT CHICAGO BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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PROJECT CHICAGO BIDCO LIMITED
COMPANY INFORMATION
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Steven John Longdon (appointed 14 October 2025)
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Fraser Wilson McKenzie (appointed 14 October 2025)
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Andrew John Chant (resigned 14 October 2025)
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Roy Ian Lawson Dexter (resigned 14 October 2025)
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Robin Mark Elley (resigned 14 October 2025)
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Wendy Juliet Mcmillan (resigned 14 October 2025)
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Ian Wood (resigned 14 October 2025)
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PROJECT CHICAGO BIDCO LIMITED
CONTENTS
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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PROJECT CHICAGO BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors present their strategic report on the affairs of Project Chicago Bidco Limited ("the Company") for the period ended 31 December 2025.
Overview of Group
The Company is an indirect subsidiary of FCC Environment (UK) Limited (“FCC E UK”), and Fomento de Construcciones y Contratas, S.A. (“FCC”). FCC is a significant multi-national business listed on the Madrid stock exchange with operations in Europe, America, Africa, and the Middle East. FCC is among the top global players that deliver Environmental Services (including water and waste management), and has implemented a balanced business model, combining other activities such as Construction, Cement and Real Estate.
FCC’s financial capacity and depth of experience in the European waste infrastructure sector is backed by over 100 years of experience in operating municipal services contracts. This complements both the position of the Company and FCC E UK’s other subsidiaries (together the “Group” or “FCC E UK group”) as a leading waste management, recycling and energy business, and the Group’s ambition to maintain its position as a significant player in establishing the next generation of waste treatment infrastructure in the UK. The core services provided by the Group are fully aligned with FCC’s strategic growth plans. The Group is ideally placed to take advantage of local opportunities to provide the services and infrastructure required by the UK, to meet existing legislative framework and emerging proposals to promote circular economy infrastructure, by recognising the true value of the materials we handle. The Board continues to look forward to the opportunities that are presented to the Group and its employees by virtue of FCC’s plans to expand and embed its operations in the UK.
We help local authorities and businesses minimise the amount of waste that goes to landfill by transforming it into valuable resources. We focus on retrieving the full value of the resources we collect and process, so that they can be used again as materials. Waste that cannot be recycled is transformed into energy.
Principal activity
The principal activity of the Company is that of an investment holding, financing and management services company.
The activities, strategies and risks affecting the Company are inextricably similar to, and dependent on, those of the Group, and consequently it is applicable that the following narrative applies to the Group in its entirety.
1
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PROJECT CHICAGO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors consider that the Company's business performance remained satisfactory during the period.
The Company's result is set out in the Results and dividends section.
During the period, the Group successfully completed the integration of the UK operations of Urbaser, which were acquired during 2024. On 14 October 2025, FCC Environment (UK) Limited completed the acquisition of the Company and its subsidiary undertakings, which together comprise the Cumbria Waste Group (‘CWG’). CWG operates multiple sites covering materials recovery, composting, hazardous and liquid waste treatment, household waste recycling centres and collections. The acquisition complements FCC E UK’s existing offering, strengthening and expanding its core operations and enhancing the services provided to customers.
The ongoing military conflicts in Ukraine and the Middle East continued to contribute to increased political instability and uncertainty across the world, but during the period, there were signs that fuel prices were becoming more stable and inflation was expected to return to lower, pre-conflict levels. Since the year end, conflict involving Iran, the United States and Israeli forces has increased tensions across the Gulf states and pushed fuel prices higher, exacerbating inflationary pressures and further continuing uncertainty.
Results and dividends
The results of the Company for the nine-month period ended 31 December 2025 are presented on page 11. The result for the period was a loss of £614,000 (year ended 31 March 2025: loss of £1,098,000). The Company did not pay a dividend during the period (year ended 31 March 2025: £nil). The Directors do not recommend the payment of a final dividend (year ended 31 March 2025: £nil).
FCC E UK manages its operations on a divisional basis and information regarding financial and non-financial key performance indicators is included within the FCC E UK annual report. For this reason, the Company’s Directors believe that the disclosure of further key performance indicators for the Company is not appropriate for an understanding of the development, performance or position of the business. Copies of the FCC E UK annual report can be obtained from the address in note 20.
The Directors consider that the climate agenda has become the climate crisis: public concern for the environment has never been greater, and government focus at all levels – internationally, nationally and locally – has shifted significantly. In particular, the UK has committed to Net Zero carbon emissions by 2050 (2045 in Scotland), and new regulations are taking shape under the Labour government elected in 2024, including the Great British Energy Act, which received Royal Assent in 2025 and the introduction of Simpler Recycling for households in 2026.
The waste sector works collaboratively to ensure it is making a positive contribution to national and legally binding Net Zero obligations. Within this, the Directors believe that EfW, alongside the drive towards reduction, reuse and recycling is currently an important part of today’s waste hierarchy.
At FCC Environment, we wholeheartedly support the drive to more and better resource efficiency by reducing waste at source wherever possible, reusing what we can and recycling valuable commodities. For waste that cannot be recycled or reused, EfW is currently the best available and best proven technology to recover maximum value from end-of-life waste as an alternative to landfill. In doing so, EfW is contributing to reductions in landfill emissions, while also producing electricity – with the potential for heating local communities. We will continue our push towards the objectives set out in the FCC Net Zero Strategy and Carbon Reduction Plan, including decarbonising the vehicle fleet, investing in Carbon Capture and Storage for EfW plants, rolling out clean energy generation and developing district heating networks.
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PROJECT CHICAGO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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Operating in the UK’s highly regulated waste management market provides a clear legal framework as well as presenting numerous risks and uncertainties to the Group. The Directors regard the following to be the principal risks and uncertainties affecting the Group and their approach to managing these risks and uncertainties is considered below:
∙Environmental risks: The Group’s environmental risks are tightly controlled under environmental legislation enforced principally by the Environment Agency (“EA”), Scottish Environment Protection Agency (“SEPA”) and Natural Resources Wales (“NRW”). Compliance with all environmental legislation pertinent to the Group’s activities is a minimum requirement. A dedicated in-house team prepare regular reports on environmental compliance at the Group’s sites for the Board’s review. Environmental objectives are reviewed annually and highlighted within the Group’s Safety Health Environment and Quality (SHEQ) Policy Statement. In addition to this, there are detailed environmental procedures to enable compliance with environmental legislation.
∙Health and safety: Health and safety is a key issue for the Group due to the nature of its operations, including the use of heavy plant equipment and difficult working conditions. The Group is continually improving in this area as a result of ongoing consultation with the relevant authorities and the monitoring of best practice initiatives. Whenever an area is highlighted for improvement, the Group seeks to implement such improvement expeditiously; through bulletins, on-line training courses and tool-box briefings. The Group’s Incident Review Panel meets as required, at which senior management review significant health and safety incidents that have occurred at Group sites to identify improvements and lessons for the business. All employees undertake a rigorous health and safety training programme, which is underpinned by the latest UK legislation, detailed policies and procedures. The Group’s executive management receive regular, detailed reports on health and safety performance affecting the Group’s operations and it employs a dedicated team, led by the Group Safety, Health, Environment and Quality Manager, to monitor and promote high standards. All employees are expected to recognise their role in achieving acceptable standards of health and safety and to exhibit such understanding through their approach and attitude to work.
∙Business continuity: The Group, as part of its risk management programme, has developed business continuity planning for its operations. As part of this planning, the Group has developed a bespoke emergency plan for each operational facility (including the diversion of waste from single or multiple sites in the event of major disruption or disaster affecting a site or region). The Group’s IT systems are covered by an IT disaster recovery plan, to ensure business continuity.
∙Legislation: The Group monitors forthcoming and current legislation to ensure full compliance and to anticipate and assess the impact upon its operations, including the significant opportunities it can present. The waste management industry is subject to extensive government regulation which has a substantial impact on the Group’s business.
∙Economic: The Group has exposure to reduced economic activity. We recognise shorter term uncertainty as a result of the Ukraine and Middle Eastern conflicts, which created inflationary pressures. This could result in higher borrowing costs generally. We have reviewed the potential impacts and consider that we have sufficient mitigations in place. The Group’s strategy is focused on growing through further investment in EfW infrastructure projects.
∙Litigation: The Group could be subject to litigation from time to time. The outcome of legal action is always uncertain and there is a risk that it may prove more costly and time consuming than expected. There is also a risk that litigation could be instigated in the future that could materially impact the Group. In some liability cases legal expenses are covered by the Group’s liability insurance. This risk is mitigated through continued monitoring and employing an experienced and dedicated in-house legal team.
∙Competitive risk: The Group operates in highly competitive markets in which competitors’ service offerings may react faster to legislative and market dynamics than those of the Group. To mitigate this risk, the Group ensures that its asset, cost and capital base is regularly reviewed and flexed to meet changes in customers’ demands and to maximise cash generation.
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PROJECT CHICAGO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
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∙Employees: The loss of key employees or the inability to hire experienced management personnel could have a materially adverse effect on the business. To manage this risk, succession planning for senior positions within the Group is undertaken. In addition, the Group has the benefit of being able to draw on resources from within the wider FCC Group.
∙Technology: The Group relies on a variety of information technology platforms for the efficient delivery of its services and has therefore employed a structured IT support team, using internal and external resources. In addition, as there are a wide variety of technologies available to the waste management industry, there is a risk that the technologies employed by the Group might fail to deliver expected performance levels or end products for its customers and so the Group has made a significant investment into establishing a dedicated technical and development team. This team review and assess the available technologies before any are adopted to ensure they will meet the needs of the business and those of its customers.
Financial risk management
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Due to the nature of the Company’s activity as an investment holding, financing and management services company and the assets and liabilities contained within the Company’s balance sheet, the financial risks the Directors consider relevant to the Company are credit risk and liquidity risk.
Liquidity and credit risk
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Credit risk arises principally from amounts owed by group undertakings of £739,000 and £15,000 of cash held at bank. Liquidity risk arises principally from amounts owed to group undertakings of £17.97m and the Company’s net current liability position. The Directors manage this risk by reviewing forecasts and projections for the Company and its subsidiary undertakings.
After reviewing the Company’s forecasts and projections, the Directors have an expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 2 to the financial statements.
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PROJECT CHICAGO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Section 172 of the Companies Act 2006 requires each director to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:
∙the likely consequences of any decision in the long term;
∙the interests of the Company’s employees;
∙the need to foster the Company’s business relationships with suppliers, customers and others;
∙the impact of the Company’s operations on the community and the environment;
∙the Company’s reputation for high standards of business conduct; and
∙the need to act fairly between members of the Company.
The Board of directors has complied with these requirements. Details of the Board’s decisions during the period to promote long-term success, and how it considered the interests of stakeholders when making those decisions, can be found throughout this Strategic report and the Directors’ report.
As an investment holding, financing and management services company, the Company’s principal stakeholders are its members, its employees, its subsidiary undertakings and the wider FCC group. In making decisions, the Board considers the long-term consequences for the Company and its underlying subsidiaries, their financial performance and position, and the interests of the wider group.
The Company is also subject to the Code of Ethics issued by its ultimate parent company, FCC, which sets out guidelines for conduct, including in relation to corruption and bribery.
This report was approved by the board and signed on its behalf.
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PROJECT CHICAGO BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors present their annual report and the audited financial statements of Project Chicago Bidco Limited (“the Company”) for the period ended 31 December 2025.
Matters covered in the Strategic Report
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Information on the Company’s going concern status, financial risk management policies, future developments and dividends is disclosed in the Strategic report.
The following individuals served as Directors of the Company during the period ended 31 December 2025 and up to the date of this report:
Steven John Longdon (appointed 14 October 2025)
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Fraser Wilson McKenzie (appointed 14 October 2025)
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Andrew John Chant (resigned 14 October 2025)
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Roy Ian Lawson Dexter (resigned 14 October 2025)
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Robin Mark Elley (resigned 14 October 2025)
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Wendy Juliet Mcmillan (resigned 14 October 2025)
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Ian Wood (resigned 14 October 2025)
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During the financial period, qualifying third party indemnity provisions for the benefit of all Directors of the Company were in force and continue to be in force at the date of this report. Such provisions were made by FCC.
Disclosure of information to auditors
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Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
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PROJECT CHICAGO BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Directors' responsibilities statement
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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;
∙ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
∙state whether applicable UK Accounting Standards, including FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 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.
This report was approved by the board and signed on its behalf.
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PROJECT CHICAGO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CHICAGO BIDCO LIMITED
Opinion
We have audited the financial statements of Project Chicago Bidco Limited (the "company") for the period ended 31 December 2025 which comprise the Statement of comprehensive income, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 20, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the company’s affairs as at 31 December 2025 and of its result for the period 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 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 the period ending 31 December 2027 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
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 this 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
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PROJECT CHICAGO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CHICAGO BIDCO LIMITED
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 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 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 7, 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.
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PROJECT CHICAGO BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CHICAGO BIDCO LIMITED
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 irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework including FRS 102 and the relevant direct and indirect tax compliance regulations in the UK. In addition, the Company has to comply with laws and regulations relating to its operations, including health and safety and General Data Protection Regulations (‘GDPR’).
∙We understood how Project Chicago Bidco Limited is complying with those frameworks by making enquiries of management to understand how the company maintains and communicates its policies and procedures in these areas. We corroborated this by reviewing supporting documentation to validate that the company has a process for monitoring legal requirements and has a process for reporting matters of non-compliance and taking appropriate action.
∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override. We tested manual journals on areas involving significant estimation and judgement, which were identified through our data analytics techniques based on risk criteria tailored to identify journals most susceptible to fraud.
∙Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved making enquiries of management, review of Board minutes and journal entry testing as set out above. We also considered the results of our substantive procedures on other areas of the audit that may indicate non-compliance with such laws and regulations.
A further description of our responsibilities for the audit of the financial statements is located 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.
Richard Lingwood (Senior statutory auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
Leeds
30 September 2026
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PROJECT CHICAGO BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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9 months ended
31 December
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial period
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There was no other comprehensive income for the period ended 31 December 2025 (year ended 31 March 2025: £nil).
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The notes on pages 14 to 24 form part of these financial statements.
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11
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PROJECT CHICAGO BIDCO LIMITED
REGISTERED NUMBER: 15263188
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors due within 1 year
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Creditors: Amounts falling due within one year
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Total equity and liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 24 form part of these financial statements.
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PROJECT CHICAGO BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Profit/(loss) for the year and total comprehensive income/(expense)
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Contributions by and distributions to owners
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Equity-settled share-based payments fair value movement
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Profit/(loss) for the period and total comprehensive income/(expense)
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Contributions by and distributions to owners
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Equity-settled share-based payments fair value movement
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The notes on pages 14 to 24 form part of these financial statements.
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13
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Project Chicago Bidco Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006, registered in England and Wales. The address of the registered office is given on the company information page before the contents. The nature of the Company’s operations and its principal activities are set out in the Strategic report.
2.Accounting policies
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Basis of preparation of financial statements
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The principal accounting policies are summarised below. They have all been applied consistently throughout the period and to the comparative period.
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General information and basis of accounting
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The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and the Companies Act 2006.
The functional and presentational currency of Project Chicago Bidco Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
The Company is a qualifying entity for the purposes of FRS 102 and has taken advantage of the exemption from preparing a statement of cash flows because its results are included in the publicly available consolidated financial statements of FCC Environment (UK) Limited for the year ended 31 December 2025.
The Company is exempt from preparing consolidated financial statements under section 400 of the Companies Act 2006 because the Company and its subsidiary undertakings are included in the publicly available consolidated financial statements of FCC Environment (UK) Limited for the year ended 31 December 2025. Accordingly, these financial statements present information about the Company as an individual undertaking and not about its group.
At 31 December 2025, the Company had net liabilities of £1.57m and net current liabilities of £17.42m.
The Directors have reviewed the Company’s projected cash flows and carefully considered the risks to the Company’s financial position and cash flows. They have considered the period from the date of approval of the financial statements through to 31 December 2027 and have identified no reason to believe that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern.
The Directors therefore continue to adopt the going concern basis in preparing the annual report and financial statements.
Turnover represents amounts derived from the provision of management services to subsidiary entities, stated net of value added tax. Turnover is recognised in the period in which the management services are provided.
Interest income is recognised in profit or loss using the effective interest method.
14
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Revenue, expenses, and assets are recognised net of the amount of sales tax except:
• where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
• debtors and creditors are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of debtors or creditors in the balance sheet. Tax on the profit or loss for the year comprises current and deferred tax.
Current tax is the expected tax payable on the taxable surplus for the year using average tax rates in place during the financial year, and any adjustments in respect of previous periods. Income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except where otherwise required by FRS 102. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date and that are expected to apply when the timing differences reverse.
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Cash and cash equivalents
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Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are carried in the balance sheet at cost. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
15
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a finance transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Non-current debt instruments which meet the following conditions, are subsequently measured at amortised cost using the effective interest method:
(a) Returns to the holder are (i) a fixed amount; or (ii) a fixed rate of return over the life of the instrument; or (iii) a variable return that, throughout the life of the instrument, is equal to a single referenced quoted or observable interest rate; or (iv) some combination of such fixed rate and variable rates, providing that both rates are positive.
(b) There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.
(c) Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in relevant taxation or law.
(d) There are no conditional returns or repayment provisions except for the variable rate return described in (a) and prepayment provisions described in (c).
Debt instruments that are classified as payable or receivable within one year and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Other debt instruments not meeting these conditions are measured at fair value through profit or loss.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some significant risks and rewards of ownership, has transferred control of the asset to another party and the other party has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without needing to impose additional restrictions on the transfer.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering the asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
Investments in subsidiaries are stated at cost less any provision for impairment. The carrying value is reviewed for impairment where events or changes in circumstances indicate that the carrying amount may not be recoverable.
16
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Equity-settled share-based payments are measured at fair value at the date of grant using the Black-Scholes option pricing model. The fair value determined at the grant date is recognised as an expense in the statement of comprehensive income on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding entry is made to equity within a share-based payment reserve.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The principal source of estimation uncertainty is the carrying value of investments. Investments comprise interests in subsidiaries and are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. Investments are assessed for impairment at each reporting date.
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An analysis of turnover by class of business is as follows:
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9 months ended
31 December
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All turnover arose within the United Kingdom.
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Auditor’s remuneration in respect of audit fees totalling £13,000 (year ended 31 March 2025: £23,000) has been met by Cumbria Waste Management Limited, a subsidiary undertaking of the Company. Fees payable to the Company’s auditor and its associates in respect of other services were £nil (year ended 31 March 2025: £3,000).
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17
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Directors' remuneration and transactions
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During the period, remuneration was paid by the Company to certain Directors who served prior to the acquisition of the Company by FCC Environment (UK) Limited on 14 October 2025, at which point those Directors resigned and were replaced by Directors of FCC Environment (UK) Limited.
Prior to the acquisition, the Directors were also directors of other Group companies. Total remuneration of £274,000 (year ended 31 March 2025: £132,000) and pension contributions of £26,000 (year ended 31 March 2025: £51,000) were attributable to qualifying services provided to Project Chicago Bidco Limited.
Benefits accrued to three Directors (year ended 31 March 2025: three Directors) in respect of money purchase and defined benefit pension schemes.
The aggregate emoluments receivable by the highest paid Director in respect of services to the Group were £297,000 (year ended 31 March 2025: £242,000), with pension contributions of £32,000 (year ended 31 March 2025: £56,000).
The current Directors are remunerated as Directors or employees of FCC Environment (UK) Limited for services to the FCC Environment (UK) Limited group as a whole and, as such, it is not possible to attribute any element of their remuneration directly to the Company following their appointment.
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Staff costs, including directors’ remuneration, were as follows:
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9 months ended
31 December
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the period was as follows:
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9 months ended
31 December
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Included in creditors are £nil (March 2025: £12,000) of defined contribution pension payments made after the year end.
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18
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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9 months ended
31 December
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Other interest receivable
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Interest payable and similar expenses
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9 months ended
31 December
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Other loan interest payable
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9 months ended
31 December
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19
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
10.Taxation (continued)
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The total corporation tax credit differs from the average standard rate of 25% (year ended 31 March 2025:25%). The differences are explained below:
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9 months ended
31 December
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Short-term timing difference leading to an increase (decrease) in taxation
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Unrelieved tax losses carried forward
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Total tax credit for the period/year
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There were no factors that may affect future tax charges.
20
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Cumbria Waste Management Limited
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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Cumbria Waste Recycling Limited*
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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Derwent Recycling Services Limited*
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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Cumbria Land Management (Teeside) Limited*
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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Cumbria Land Management (Flusco) Limited*
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3 Sidings Court, White Rose Way, Doncaster, DN4 5NU
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Subsidiary undertakings marked with an asterisk (*) are held indirectly by the Company. All other subsidiary undertakings are held directly.
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21
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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At 31 March 2025, the bank loan was secured via fixed and floating charges on the assets of the Company and certain group undertakings. The charges were satisfied on 5 November 2025. Interest was charged quarterly on the bank loan at a rate of SONIA plus 7% per annum.
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22
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due 2-5 years
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Allotted, called up and fully paid
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1 (March 2025: 1) Ordinary share of £1.00
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During the nine-month period ended 31 December 2025, £96,000 was recognised as an expense in the statement of comprehensive income, with a corresponding credit to other reserves, bringing the cumulative reserve to £123,000. The acquisition of the Company by FCC Environment (UK) Limited on 14 October 2025 constituted an exit event under the scheme and the awards vested at that date.
Retained earnings comprises cumulative profits or losses, including unrealised profits or losses recognised in the statement of comprehensive income.
Other reserves comprise fair value movements on equity-settled share-based-payment awards.
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Related party transactions
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The Directors regard FCC, its subsidiary undertakings and the Company’s subsidiary undertakings as related parties. In the ordinary course of its activities, the Company has entered into transactions and has balances with other FCC group undertakings.
The Company has taken advantage of the exemption in paragraph 33.1A of FRS 102 from disclosing transactions with entities that are wholly owned within the FCC group.
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23
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PROJECT CHICAGO BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The immediate parent of the Company is Project Chicago Midco 2 Limited, a company registered in England and Wales.
The Directors regard Control Empresarial de Capitales S.A. de C.V, a company registered in Mexico, as the ultimate parent and ultimate controlling party.
Fomento de Construcciones y Contratas, S.A. is the parent company of the largest group of which the Company is a member, and for which group financial statements are drawn up. FCC Environment (UK) Limited is the parent company of the smallest group of which the Company is a member, and for which group financial statements are drawn up. Copies of the financial statements of both FCC Environment (UK) Limited and Fomento de Construcciones y Contratas, S.A. are available from the Company Secretary, 3 Sidings Court, White Rose Way, Doncaster, DN4 5NU.
24
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