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COMPANY REGISTRATION No: 03146731
KENT ENERGY, LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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KENT ENERGY, LTD
COMPANY INFORMATION
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KENT ENERGY, LTD
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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KENT ENERGY, LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their strategic report on the affairs of Kent Energy, Ltd (“the Company”) for the year ended 31 December 2025.
Overview of Group
The Company operates within a joint venture structure involving Fomento de Construcciones y Contratas, S.A. (“FCC”), a
company incorporated in Spain and listed on the Madrid Stock Exchange, and investment vehicles advised by iCON
Infrastructure LLP (“iCON”).
The Company is a member of a sub-group (“GRP”, "the Group") comprising five UK-based EfW plants (Allington,
Eastcroft, Lincoln, Millerhill at Edinburgh & Midlothian and Greatmoor in Buckinghamshire) and their related SPV and
holding companies. GRP’s immediate parent, FCC Medio Ambiente Reino Unido SLU (“FCC MARU”), holds a 51% stake
in GRP. GRP EFW Investments Limited, a company controlled by investment vehicles advised by iCON Infrastructure LLP
(collectively, “iCON”), holds the remaining 49%. FCC and iCON have combined their expertise and resources to support
the provision of low carbon energy infrastructure and contribute to the UK’s net zero ambitions.
The Board sees the development of major EfW waste infrastructure projects to support sustainable waste management and
strategic long-term partnerships as key to the Group’s future business growth. Coupled with a greater focus on reduction,
reuse and recycling, EfW is an important part of today’s waste hierarchy.
Principal activities
The Company’s principal activity is the financing of its subsidiary undertakings, Kent Enviropower Limited (“KEL”) and WasteNotts (Reclamation) Limited, which operate EfW facilities at Allington and Nottingham respectively.
The activities, strategies and risks affecting the Company are inextricably similar to, and dependent on, those of the Group, and consequently it is appropriate that the following narrative applies to the Group in its entirety.
The Directors consider that the Company’s business performance remained satisfactory during 2025.
Commentary on the Company’s results is set out in the Results, dividends, and key performance indicators section on page 2.
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 year, 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.
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KENT ENERGY, LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Results, dividends, and key performance indicators
The results for the year ended 31 December 2025 are set out on page 14. The Company reported a profit for the year of £19.4million (2024: £21.9million). The decrease is due to lower dividends received from its subsidiary undertakings, which totalled £18.5million (2024: £21.0million). The Company paid an interim dividend of £18.5million during the year (2024: £21.0million). The Directors do not recommend the payment of a final dividend (2024: £nil). There were no other movements in reserves in either the current or prior year.
FCC manages its operations on a divisional basis and information regarding financial and non-financial key performance indicators is included within the FCC 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 annual report can be obtained from the address in note 15.
Future developments
The Directors expect the Company to continue to operate in line with its principal activities in future years.
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.
At GRP, 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.
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KENT ENERGY, LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR 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”) and Scottish Environment Protection Agency (“SEPA”). 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.
∙Employees: The Group does not directly employ any staff. Services are provided by wider FCC Group companies through operations and maintenance (“O&M”) contracts. There is a risk of losing experienced management personnel in those O&M contracts which could have a materially adverse effect on the business. To manage this risk, the Company engages with the wider FCC Group in respect of succession planning for senior positions within the FCC Group.
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KENT ENERGY, LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
∙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 objectives and policies
The Company is exposed to financial risk through its financial assets and liabilities. The most important components of financial risk are interest rate risk, credit risk and liquidity risk all of which the Directors consider relevant due to the nature of the Company’s activities and the assets contained within the Company’s balance sheet.
Liquidity and credit risk
The Company’s exposure to credit and liquidity risk is reduced as it is a subsidiary of FCC. Credit risk arises from the risk of having credit exposures to third parties, including outstanding receivables. The Directors consider credit risk to be minimal as debtor balances included within the Company’s balance sheet consist of amounts due from group undertakings. Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its commitments. The Company prepares and reviews cash flow forecasts frequently to ensure that it has sufficient resources to meet its cash flow commitments.
Interest rate risk
The Group’s exposure to interest rate risk is managed by using a mix of fixed and variable rate debt. To manage this mix in a cost effective manner, the Group uses interest rate swaps. Full details of the accounting policy in respect of financial instruments are given in note 2 to the financial statements.
Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, 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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KENT ENERGY, LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR 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 have complied with these requirements. Details of the Board’s decisions during the year to promote long-term success, and how it engaged with stakeholders and considered their interests when making those decisions, can be found throughout this Strategic report and in the Directors’ report.
Details of our strategy are set out on page 2 of the Strategic report and page 7 of the Directors’ report. The Strategic report highlights performance in the year against that strategy together with future trends and developments.
The Group is also subject to the Code of Ethics issued by its parent company FCC which sets out guidelines for conduct including in relation to corruption and bribery.
The Company’s main stakeholders are its members and external lenders and other creditors. Open, constructive dialogue with our key stakeholders is critical to inform the Board’s decisions. Details of how the Group has engaged with its stakeholders are set out on page 8 of the Directors’ report. The Board has overall responsibility for managing relationships with all our stakeholders. Day to day relationships are mainly managed through operations and maintenance contracts with wider FCC Group subsidiary companies.
Operating within the UK’s highly regulated waste management market, the Board’s regard to the environment as well as the health and safety of all persons entering its sites is of paramount importance. How the Group addresses environmental and health and safety risk is set out on pages 3-4.
This report was approved by the board and signed on its behalf.
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KENT ENERGY, LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Matters covered in the Strategic Report
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Information on the Company's going concern status, financial risk management policies, results and dividends and future developments are disclosed in the Strategic report.
The directors who served during the year were:
Qualifying third party indemnity provisions
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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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KENT ENERGY, LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of corporate governance arrangements
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Green Recovery Projects Limited (“GRP”) is a joint venture with Fomento de Construcciones y Contratas, S.A. and iCON Infrastructure LLP. We are a leader in the waste recovery sector, helping to shape the policy landscapes, ensuring that our people, systems, and strategy remain innovative and focused on delivering excellence. The directors recognise their responsibilities under Section 172 Companies Act 2006 which places them in a position of trust with regards to broader stakeholder interests when carrying out their duties to promote the success of the company.
For the year ended 31 December 2025, under The Companies (Miscellaneous Reporting) Regulations 2018, the Board has applied the Wates Corporate Governance Principles for Large Private Companies published by the Financial Reporting Council in December 2018 (the “Principles”). These Principles provide a framework for ensuring that the Company is well run, well managed and aligned behind a clear purpose.
We are committed to reducing our reliance on fossil fuels in the UK’s fight against climate change and the GRP Board proudly supports the waste industry in driving greater action on carbon emissions for which our Energy from Waste facilities are making an important contribution. Our vision is to create sustainable carbon-neutral communities, working with local and national partners, with consideration for the environment at every stage. We understand that our industry is uniquely placed to offer solutions for both energy and climate crisis by offering innovative recycling options and using waste to generate energy to power homes and businesses. Waste streams that cannot be recycled need to be treated efficiently. Our belief is that Energy from Waste (EfW) offers a viable solution which avoids landfill and drives waste up the hierarchy. It shifts waste from disposal into recovery, harnessing heat and energy that would otherwise be lost.
Principle 1 – Purpose and Leadership
As one of the UK’s most trusted resource and waste management businesses, we are a modern progressive company and pride ourselves on innovation and being part of a huge shift in attitudes and changing operations.
We are realistic about materials that cannot be recycled, and it is our firm belief that recovering the energy from that waste to utilise as heat or for conversion into electricity is the best option. “Net Zero” has taken front of stage, and we are proud to support the industry in driving greater action on carbon emissions. The heat and electricity generated by our facilities replaces the need for fossil fuels and imported energy, while providing a safe and sustainable disposal route for non-recyclable waste.
Our commitment to net zero remains a driving force behind our investment decisions. In 2025 we published our first Greenhouse Gas Report.
We have had a major shift in emphasis in our business strategy, and as one of the few proven alternatives to landfill, general waste can be sent to an EfW facility to generate steam from burning the waste and turning it into electricity that is then used to heat nearby homes and businesses. The burning of waste and turning it into energy also greatly reduces the reliance of fossil fuels to supply energy needs to nearby homes and businesses. The waste that is sent to our EfW facilities is treated in a highly regulated environment with emissions continually monitored and regularly checked by the Environment Regulator to ensure that they are in line with required standards.
Our aim is to recycle as much as we can, but extracting value in the form of energy from the waste that we cannot recycle is also an important part of our approach to waste management. The waste that cannot be recycled can be used either as part of fuel for our network of modern EfW’s, or can be compressed and baled, to create Refuse Derived Fuel (RDF), which is also used to power EfW facilities.
People remain at the heart of our success. We are committed to attracting new talent, developing skills, and creating opportunities for colleagues to grow their careers with us. Across all our activities, our focus is clear: delivering responsible, value-driven waste and resource management that benefits our customers, our communities, and the environment.
As a waste management and resource company, our priority is to ensure responsible value-driven waste management, but as a socially aware business, we strive to play a positive role in communities, tackle issues around carbon and place people at the heart of our business.
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KENT ENERGY, LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of corporate governance arrangements (continued)
Principle 2 – Board Composition
The Board is collectively responsible for promoting the long-term success of our business. GRP has seven directors, comprising of the Chief Executive Officer, Finance Director and five executive directors.
The directors are made up of four from FCC and three from iCON, enabling an effective composition of the Board, creating clear accountabilities as well as ensuring that it fulfils the strategic needs of the company.
The Board receives monthly updates from each EfW and monthly business review meetings also provide an overview both in terms of performance and strategy, as well as issues relating to operations, development, and wider stakeholder matters.
Principle 3 – Directors Responsibilities
The Board are committed to reducing our reliance on fossil fuels in the UK’s fight against climate change. The Board have placed the recovery of energy from waste at the heart of the strategy of GRP.
The Board has established and maintained effective corporate governance with reference to the Group’s four values:
∙Environmental commitment: We ensure that what we do is environmentally and socially responsible.
∙Forward thinking: Embrace change and prepare for the future.
∙People focus: Value, reward and motivate our team.
∙Doing the right thing: Secure our future by being better at what we do.
We have and continue to work on creating our own special culture, positive ways of working and expectations of how staff behave that set us apart from our competitors.
Keeping ourselves, our customers and our visitors safe is at the heart of our business values, and the Directors at GRP never lose sight of the potential hazards that exist in the workplace. In 2025 three GRP plants were awarded British Safety Council Swords of Honour for Occupational Health & Safety. These were at the Millerhill, Greatmoor and Allington Energy from Waste facilities. This was in addition to the prestigious Power and Utilities Sector Award recognising excellence in health & safety, environmental management and wellbeing. Our Safety Culture Survey confirmed that we maintain a strong and positive safety culture, performing above the wider industry benchmark.
The Code of Ethics and Conduct suite provides practical insight into the values shared across the Group and enables a more robust culture of compliance and supporting the creation of long-term value for our projects. Supported by our Spanish parent company, the Compliance Committee regularly review our governance protocol and continually seek to improve our Policies and Procedures. Through training and expert guidance, the Committee oversee the Stewardship of the Group, ensuring the highest standards are always maintained. The Code of Ethics and Conduct was reviewed in 2024, and adopted by the Board in 2025.
Principle 4 – Opportunity & Risk
Physical growth is only one measure of success, and through our group ESG report we have demonstrated our progress and commitment to innovating, delivering and crucially, monitoring risks and opportunities across our core activities and into the communities we serve. As a market leader in the delivery of resource and waste management services, it is from this platform that we look ahead to the future.
We maintain separate Business Risk and Opportunities Registers to ensure risks are properly identified and that necessary steps are taken to mitigate identified issues at the right level. Risk and opportunity management remains a central and integral part of GRP’s strategic management process, providing a platform to ensure that the risks and opportunities attached to the business form part of the activities in achieving GRP’s strategic goals. GRP undertake a number of waste management activities that are exposed to a range of socio-economic settings and regulatory frameworks, meaning it is exposed to risks as a direct result of its operational activities, as well as those associated within the wider waste industry.
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KENT ENERGY, LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of corporate governance arrangements (continued)
Principle 5 – Remuneration
GRP does not remunerate any members of the Board and the Company is not recharged for their services. The remuneration of the FCC representative Board members is controlled by the wider FCC Group of companies and the remuneration of the iCON representative Board members is undertaken by iCON. The Company and Group do not have any further employees.
Principle 6 – Stakeholders
In fulfilling their duties, the directors are committed to promoting accountability and transparency with all stakeholders. In addition to this, fostering effective stakeholder relationships and meaningful engagement, having regard to the long term consequences of their decisions.
We wish to build honest and enduring relationships and seek to work with others who share our ethics in compliance, and our commitments to the safety and wellbeing of our employees. This also helps us overcome current challenges and understand future requirements, provide advice and develop innovative and cohesive solutions that meet these future challenges by using both our local and industry knowledge.
All our stakeholders are key to our business success, and the Board is committed to promoting accountability and transparency with all stakeholders. Good governance is essential to fostering effective stakeholder relationships and meaningful engagement. We wish to build honest and enduring relationships, and seek to work with others, who share our ethics in compliance.
The impact of the Company’s operations on the environment and local communities is a key consideration for the Board. Through targeted community investment, reuse and recycling initiatives, environmental stewardship and educational programs, the Company seeks to deliver positive social and environmental outcomes while supporting the transition to a circular economy.
The Group operates five EfWs, four of which have visitor centres. Stakeholders are at the forefront of our business and liaising with trade customers and local authorities is fundamental to ensuring that we understand their needs and continue to deliver the services that they require. Engagement with regulatory bodies via industry organisations such as ESA and WISH, is critical to ensure that we manage the risks set out in the Strategic Report and remain compliant with applicable laws and regulations.
At GRP, we believe that by maintaining high standards of business conduct, open communication and responsible stakeholder engagement, we support the long-term success and sustainability of the Company and deliver value for shareholders while balancing the needs of all stakeholders.
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KENT ENERGY, LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR 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 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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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KENT ENERGY, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENT ENERGY, LTD
Opinion
We have audited the financial statements of Kent Energy, Ltd for the year 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 15, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework’’ (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 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 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 12 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. 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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KENT ENERGY, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENT ENERGY, LTD
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 9, 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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KENT ENERGY, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENT ENERGY, LTD
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 101 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 Kent Energy, Ltd 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 enquiry 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
14 May 2026
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KENT ENERGY, LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investment income from subsidiary undertakings
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Finance income on loan to subsidiary undertakings
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Profit for the financial year
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There was no other comprehensive income for 2025 (2024: £nil).
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The notes on pages 17 to 23 form part of these financial statements.
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KENT ENERGY, LTD
REGISTERED NUMBER: 03146731
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Trade and other receivables
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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 17 to 23 form part of these financial statements.
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KENT ENERGY, LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Kent Energy, Ltd 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 year and to the preceding year.
General information and basis of accounting
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (“FRS 101”) issued by the Financial Reporting Council.
The functional and presentational currency of Kent Energy, Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
Exemptions for qualifying entities under FRS 101
The Company has taken advantage of the following disclosure exemptions under FRS 101:
1.The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment
2.The requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
3.The requirements of IFRS 7 Financial Instruments: Disclosures
4.The requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement
5.The requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:
i.paragraph 79(a)(iv) of IAS 1;
ii.paragraph 73(e) of IAS 16 Property, Plant and Equipment;
iii.paragraph 118(e) of IAS 38 Intangible Assets;
6.The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1 Presentation of Financial Statements
7.The requirements of IAS 7 Statement of Cash Flows
8.The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
9.The requirements of Paragraphs 17 and 18A of IAS 24 Related Party Disclosures
10.The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
11.The requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairment of Assets
Where relevant, equivalent disclosures have been given in the consolidated FCC group financial statements, copies of which are available from its registered office at 3 Sidings Court, White Rose Way, Doncaster, DN4 5NU.
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Exemption from preparing consolidated financial statements
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The Company has claimed exemption from the preparation of consolidated financial statements under section 400 of the Companies Act 2006 as it is a subsidiary of a group which has prepared consolidated financial statements. Accordingly, these financial statements present information about the Company and not the group. See note 15 for further details.
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At 31 December 2025, the Company had net assets of £11.6million and current liabilities of £38.2million. The current liabilities are all due to fellow group undertakings. Of this, £36.2million is due to WasteNotts (Reclamation) Limited. The Company has received confirmation that this amount will not be requested within the next twelve months from the date of signing of these financial statements. The Company expects to receive dividends from its investments and net interest income from its loan assets sufficient to meet its current financing obligations.
The directors have reviewed projected cash flows and carefully considered the risks to the Company’s performance and cash flows for a period of 12 months from the date of approval of the financial statements, and have identified no reason to believe that a material uncertainty exists that may cast significant doubt about 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.
Investments are stated at cost less provision for any impairment in value. Investment income from investments in subsidiaries is included in profit and loss when dividends have been declared.
The Group assesses lifetime Expected Credit Losses ('ECL') for trade receivables and contract assets. The ECL on these financial assets are estimated based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current as well as the forecast economic conditions including the time value of money where appropriate.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in risk since initial recognition. When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis. The assessment is based on the Group’s historical experience and includes forward-looking information. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to the 12–month ECL as defined below.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial instrument. In contrast, 12–month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
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 Group 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 Group’s procedures for recovery of amounts due.
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue, expenses, and assets are recognised net of the amount of sales tax except:
1.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
2.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 income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax is recognised for all temporary differences:
1.except where the deferred income tax liability arises from the initial recognition of goodwill, non-tax deductible goodwill amortisation or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or loss nor taxable profit or loss; and
2.in respect of taxable temporary differences associated with investments in subsidiaries except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
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Judgments 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.
∙Impairment of investments in subsidiaries – Where there is an indicator that the Company’s investments in subsidiaries have been impaired, estimations of the investments’ values in use are prepared. The value in use calculations require the entity to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values. In the current year there has been no indicator of impairment so no value in use calculations were performed. Further details are disclosed in note 7 to the financial statements.
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Auditor’s remuneration in respect of statutory audit fees totalling £3,000 (2024: £3,000) is met by the Company.
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Directors' remuneration and transactions
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None of the Directors received any remuneration or other benefits through the Company during the year ended 31 December 2025 or in the previous financial year.
All directors are remunerated through companies outside the GRP group.
The Company had no employees during the current or previous financial year.
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Current tax on profits for the year
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Factors affecting tax charge for the year
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The total tax charge for the year differs from the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
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Non-taxable dividend income
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Total tax charge for the year
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Deferred tax
There is no provided or unprovided deferred tax in either the current or previous financial year.
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There were no factors that may affect future tax charges.
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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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Waste disposal and power generation
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WasteNotts (Reclamation) Limited
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Waste disposal and power generation
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The address of the registered office of all subsidiaries is the same as the parent company, disclosed on the company information page.
The entire issued share capital of KEL consisting of 100,002 ordinary shares of £1 each is charged to the Royal Bank of Scotland plc (“RBS”) pursuant to a legal mortgage created by a Security Agreement dated 31 March 2004 between the Company and RBS. Under this Security Agreement and prior to any security becoming enforceable in accordance with the terms set out therein, the Company controls the voting rights in respect of the issued shares in KEL and is therefore its immediate parent undertaking.
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Trade and other receivables
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Due after more than one year
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Amounts owed by group undertakings
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Accrued interest due from group undertakings
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Trade and other receivables (continued)
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The Loan Agreement dated 31 March 2004, as amended on 18 April 2008, between the Company and KEL for a principal amount of £17,205,084 provides for the payment of interest by KEL to the Company at a non-compounding interest rate of 12.5% per annum. The loan is repayable in full on 31 March 2030.
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Trade and other payables (current)
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
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Allotted, called up and fully paid
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200,000 (2024: 200,000) Ordinary shares of £1.00 each
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Interim dividend paid of £92.50 per share (2024: £105.00 per share)
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Retained earnings
The retained earnings account comprises cumulative profits or losses, including unrealised profits or losses recognised in the statement of comprehensive income, net of dividends.
a)The Company is a member of a group VAT registration and as such has contingent liabilities for VAT in respect of certain other members of the group.
b)There are fixed and floating charges over the assets of the Company in connection with the financing of the FCC Energy Limited group, of which the Company is a member.
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KENT ENERGY, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Directors regard all subsidiaries of FCC together with the Group’s 49% shareholder, GRP EFW Investments Limited, as related parties.
Under FRS 101, the Company is exempt from disclosing related party transactions with other wholly owned subsidiaries of the Group.
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The immediate parent of the Company is FCC Energy 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 company and ultimate controlling party.
Fomento de Construcciones y Contratas, S.A. is the parent company of the smallest and the largest group of which the Company is a member and for which statutory group accounts are drawn up. Copies of the financial statements of Fomento de Construcciones y Contratas, S.A. are available from FCC Environment (UK) Limited, 3 Sidings Court, White Rose Way, Doncaster, DN4 5NU. The registered office of Fomento de Construcciones y Contratas, S.A. is c/Balmes, 36. 08007 Barcelona, Spain.
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