REGISTERED NUMBER: 08067414 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 31 December 2025

for

Blue Phoenix UK Mobile IBA Holdings Ltd

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

A Hedegaard

REGISTERED OFFICE:

Lower Court

Littlehempston

Totnes

Devon

TQ9 6LU

REGISTERED NUMBER:

08067414 (England and Wales)

AUDITORS:

Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

CHANGE OF NAME

The company passed a special resolution on 1 April 2026 changing its name from Meldgaard Holdings UK Limited to Blue Phoenix UK Mobile IBA Holdings Ltd.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of treatment and disposal of Incinerator Bottom Ash (IBA) and management of the subsidiaries located in the US and in the UK and the associated company located in Denmark.

DIRECTORS

A Hedegaard has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

L Meldgaard and J P Nielsen ceased to be directors after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Krogh & Partners Limited, (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A Hedegaard - Director

10 July 2026

Opinion

We have audited the financial statements of Blue Phoenix UK Mobile IBA Holdings Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 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:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the business;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

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

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims;

-

reviewing correspondence with HMRC and relevant regulators

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

John Lindegaard (Senior Statutory Auditor)

for and on behalf of Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

10 July 2026

TURNOVER

6,231,660

2,222,809

Cost of sales

5,653,824

2,168,914

GROSS PROFIT

577,836

53,895

Administrative expenses

154,552

21,758

OPERATING PROFIT

423,284

32,137

Interest receivable and similar income

4

293,175

153,674

716,459

185,811

Interest payable and similar expenses

5

255,288

111,645

PROFIT BEFORE TAXATION

461,171

74,166

Tax on profit

6

115,831

(32,000

)

PROFIT FOR THE FINANCIAL YEAR

345,340

106,166

PROFIT FOR THE YEAR

345,340

106,166

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

345,340

106,166

FIXED ASSETS

Tangible assets

7

48,344

-

Investments

8

797,687

797,687

846,031

797,687

CURRENT ASSETS

Debtors

9

317,213

1,075,614

Cash at bank

706,332

442,492

1,023,545

1,518,106

CREDITORS

Amounts falling due within one year

10

1,174,668

1,967,225

NET CURRENT LIABILITIES

(151,123

)

(449,119

)

TOTAL ASSETS LESS CURRENT LIABILITIES

694,908

348,568

PROVISIONS FOR LIABILITIES

1,000

-

NET ASSETS

693,908

348,568

CAPITAL AND RESERVES

Called up share capital

11

300,000

300,000

Retained earnings

393,908

48,568

SHAREHOLDERS' FUNDS

693,908

348,568

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 10 July 2026 and were signed by:

A Hedegaard - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

300,000

(57,598

)

242,402

Changes in equity

Total comprehensive income

-

106,166

106,166

Balance at 31 December 2024

300,000

48,568

348,568

Changes in equity

Total comprehensive income

-

345,340

345,340

Balance at 31 December 2025

300,000

393,908

693,908

1.	STATUTORY INFORMATION

Blue Phoenix UK Mobile IBA Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows.

Going concern

The company is reliant on parental support to settle its liabilities as they fall due. The company has received a letter of subordination from the parent entity not to require the repayment of intercompany balances if this will jeopardise the going concern of the company.

Therefore the directors have prepared these financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Blue Phoenix UK Mobile IBA Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Acts 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discount, rebates, value added tax and other sales taxes.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:.

Plant & machinery

20% per annum, straight line basis

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments in subsidiaries and associated companies

Investments in subsidiary and associated undertakings are recognised at cost less impairment.

Debtors

Debtors are valued individually and there are made provision according to this valuation.

Cash at bank

Cash at bank includes bank deposits.

Creditors

Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors

are carried at amortized cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

The directors of the company are also directors or officers of other companies within the Group. The directors' services to the company do not occupy a significant amount of their time. As such the directors do not consider that they have received any remuneration for their incidental services to the company for the year ended 31 December 2025.

4.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Bank interest

2,678

449

Group interest

22,363

47,379

Exchange rate gain

268,134

105,846

293,175

153,674

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Group interest

20

19,841

Other interest

-

40

Exchange rate loss

255,268

91,764

255,288

111,645

6.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

82,831

-

Deferred tax

33,000

(32,000

)

Tax on profit

115,831

(32,000

)

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

Additions

49,025

At 31 December 2025

49,025

DEPRECIATION

Charge for year

681

At 31 December 2025

681

NET BOOK VALUE

At 31 December 2025

48,344

8.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

undertakings

associate

Totals

£

£

£

COST

At 1 January 2025

and 31 December 2025

740,422

57,265

797,687

NET BOOK VALUE

At 31 December 2025

740,422

57,265

797,687

At 31 December 2024

740,422

57,265

797,687

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Meldgaard US Inc

Registered office: United States

Nature of business: Production of metal from ash residue

%

Class of shares:

holding

Ordinary shares

100.00

Blue Phoenix UK Mobile IBA Ltd

Registered office: United Kingdom

Nature of business: Treatment and disposal of non-hazardous waste

%

Class of shares:

holding

Ordinary shares

100.00

Associated company

Eibar A/S

Registered office: Korsvej 11, 6000 Kolding, Denmark

Nature of business: Recycling of sorted materials

%

Class of shares:

holding

Ordinary

50.00

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

58,083

230,788

Amounts owed by group undertakings

120,609

624,677

Other debtors

6,217

-

Deferred tax assets

-

32,000

VAT

132,304

188,149

317,213

1,075,614

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors and accruals

209,365

40,743

Amounts owed to group undertakings

703,807

1,563,559

Corporation tax

82,831

-

Accruals and deferred income

178,665

362,923

1,174,668

1,967,225

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

300,000

Ordinary shares

1

300,000

300,000

12.	RELATED PARTY DISCLOSURES

The immediate parent undertaking is Blue Phoenix Denmark IBA A/S, a company incorporated and registered in Denmark.

Blue Phoenix Denmark IBA A/S is the smallest group to consolidate these financial statements and copies can be obtained from:

Blue Phoenix Denmark IBA A/S

Korsvej 11

6000 Kolding

Denmark