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COMPANY REGISTRATION No: 07776674
FCC BUCKINGHAMSHIRE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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FCC BUCKINGHAMSHIRE LIMITED
COMPANY INFORMATION
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FCC BUCKINGHAMSHIRE 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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FCC BUCKINGHAMSHIRE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their strategic report on the affairs of FCC Buckinghamshire Limited ("the Company") for the year ended 31 December 2025.
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.
The principal activity of the Company is the treatment of residual waste via an Energy from Waste (“EfW”) treatment facility at Greatmoor, near Aylesbury.
The activities, strategies and risks affecting the Company are inextricably similar to 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 was in line with expectations during the period.
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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FCC BUCKINGHAMSHIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Results, dividends and key performance indicators
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The results for the year ended 31 December 2025 are set out on page 15. The profit for the financial year ended 31 December 2025 amounted to £6.0million (2024: £6.4million). The Company paid interim dividends during the year of £8.5million (2024: £11.5million). The Directors do not recommend the payment of a final dividend (2024: £nil).
The profit before tax for the year ended 31 December 2025 was £8.5million (2024: £8.9million). Revenue decreased slightly by 0.5% to £44.6million (2024: £44.8million), indicating a stable operating environment.
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 22.
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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FCC BUCKINGHAMSHIRE LIMITED
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.
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FCC BUCKINGHAMSHIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
∙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 Group engages with the wider FCC Group in respect of succession planning for senior positions within the 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 objectives and policies
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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 Company reviews the credit ratings of all significant customers regularly and continues to monitor the quality of debtor balances on an ongoing basis. 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.
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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FCC BUCKINGHAMSHIRE LIMITED
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 over 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 1 of the Strategic report and page 8 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 FCC which sets out guidelines for conduct including in relation to corruption and bribery.
The Company’s main stakeholders are its members and external debtors and 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 10 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 page 3.
This report was approved by the board and signed on its behalf.
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FCC BUCKINGHAMSHIRE LIMITED
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:
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.
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FCC BUCKINGHAMSHIRE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Streamlined energy and carbon reporting
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Energy consumption used to calculate emissions - kWh
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Energy consumption - diesel (kWh)
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Emissions from combustion of gas tCO2e (Scope 1)
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Emissions from combustion of fuel for transport purposes tCO2e (Scope 1)
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Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel tCO2e (Scope 3)
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Emissions from purchased electricity tCO2e (Scope 2) market-based
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Emissions from purchased electricity tCO2e (Scope 2) location-based
- for information only
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Total gross (scope 1, 2, & 3) tCO2e
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Intensity ratio: Total gross / tonnes waste processed
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GHG Protocol Corporate Standard
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In the period covered by the report the Company has once again secured REGO certified electricity for 100% of its grid supply which is reflected in the scope 2 market-based emissions reported.
The Company is certified to BS EN 50001:2018 Energy Management System.
All staff have undertaken the internal Energy Management training course designed to increase staff understanding and awareness of the importance of reducing energy consumption in general, as well as more specifically increasing staff knowledge on how energy shall be reduced at their site.
A toolbox talk has been developed, targeted at mobile plant operators, on fuel efficient driving and engine idling. The training is based upon reducing engine idling (keeping vehicles running when not in use) as one of our biggest contributors to unnecessary emissions.
The Company is working closely with Government and Environmental Regulators through the Environmental Services Association (ESA) to agree a fair and transparent national system of cost allocation for UK Emissions Trading Scheme (ETS) allowances
All Group energy from waste (EfW) facilities are being fitted with Carbon-14 autosamplers to quantify non-biogenic emissions and ensure compliance with ETS and monitoring, reporting and verification (MRV) requirements ahead of EfW’s mandatory inclusion in 2028. The Group is also participating in the ESA/Environment Agency Advanced Voluntary MRV project, which aims to link waste composition with non-biogenic carbon emissions to enable accurate ETS cost allocation by waste stream using nationally established emissions factors.
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FCC BUCKINGHAMSHIRE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of corporate governance
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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.
Engagement with suppliers, customers and others
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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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FCC BUCKINGHAMSHIRE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of corporate governance (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 undertakes 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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FCC BUCKINGHAMSHIRE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of corporate governance (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.
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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FCC BUCKINGHAMSHIRE LIMITED
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 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;
∙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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FCC BUCKINGHAMSHIRE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FCC BUCKINGHAMSHIRE LIMITED
Opinion
We have audited the financial statements of FCC Buckinghamshire Limited 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 22, 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 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 the period ending 30 June 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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FCC BUCKINGHAMSHIRE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FCC BUCKINGHAMSHIRE 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 11, 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.
Page 13
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FCC BUCKINGHAMSHIRE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FCC BUCKINGHAMSHIRE 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 FCC Buckinghamshire 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 and by assuming revenue to be a fraud risk. 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. We also tested a sample of revenue transactions back to supporting documentation.
∙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
26 June 2026
Page 14
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FCC BUCKINGHAMSHIRE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Depreciation and amortisation
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Interest receivable and similar income
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Profit for the financial year
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Other comprehensive income net of tax
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Total comprehensive income for the year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
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The notes on pages 18 to 27 form part of these financial statements.
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Page 15
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FCC BUCKINGHAMSHIRE LIMITED
REGISTERED NUMBER: 07776674
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for 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 18 to 27 form part of these financial statements.
Page 16
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FCC BUCKINGHAMSHIRE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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The notes on pages 18 to 27 form part of these financial statements.
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Page 17
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
FCC Buckinghamshire Limited is a 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 financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemptions for qualifying entities under FRS 102
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FCC Buckinghamshire Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to presentation of a cash-flow statement, related party transactions, financial instruments, remuneration of key management personnel and the reconciliation of shares outstanding at the beginning and end of the year. The Company is a member of the FCC Group and relevant full disclosures are made in the consolidated FCC annual report, copies of which can be obtained from the address in note 22.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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Service concession arrangements
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The company has claimed exemption from the requirement to apply paragraphs 34.12E to 34.16A to service concession arrangements that were entered into before the date of transition to FRS 102. Such service concession arrangements continue to be accounted for using the same accounting policies being applied at the date of transition to FRS 102.
At 31 December 2025 the Company had net assets of £2.0million and net current assets of £10.2million.
The Directors have reviewed the Company's supply chain and do not believe that any specific risk has been identified. The Directors also considered the ability of Buckinghamshire County Council to continue to make payments under the PFI contract to the Company and do not consider this to be a material risk.
The Directors have reviewed projected cash flows and carefully considered the risks to the Company's performance and cash flows for the forthcoming period to 30 June 2027. They 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.
For these reasons, they continue to adopt the going concern basis in preparing the annual report and financial statements.
Page 18
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tangible fixed assets are stated at cost. The cost of financing expenditure relating to the construction of assets prior to commissioning is capitalised in the cost of the fixed asset.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 19
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction,
Page 20
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Revenue, including landfill tax, is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Revenue from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Revenue is recognised in respect of waste disposal services when the waste has been received and disposed of. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
Investments are stated at cost less provision for any impairment in value.
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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.
There are no areas of significant judgement or specific estimates or assumptions relevant to the Company.
Page 21
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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All revenue, including landfill tax, was generated in the United Kingdom from the handling, recycling and disposal of waste materials.
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The profit before tax is stated after charging:
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Depreciation of tangible fixed assets - owned
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Auditor’s remuneration in respect of statutory audit fees totalling £11,000 (2024: £11,000) will be met by the Company.
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The Company does not directly employ any staff. Staff costs shown below are recharged from a fellow FCC subsidiary and are classified as such because the roles of the individual employees are sufficiently distinct that they can be readily attributed to the Company.
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Staff costs were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, excluding the Directors, during the year was as follows:
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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 the previous financial year.
All Directors were remunerated through companies outside the GRP group.
Page 22
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in respect of prior years
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Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so.
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Factors affecting tax charge for the year
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The tax assessed 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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Short term timing differences
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Adjustments in respect of prior years
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Total tax charge for the year
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Page 23
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
There were no factors that may affect future tax charges.
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Contract facilities became fully operational in June 2016.
The carrying value of tangible fixed assets includes bid development costs amounting to £3,100,000 (2024: £3,250,000), capitalised interest of £10,700,000 (2024: £11,240,000) and capitalised bank arrangement fees of £120,000 (2024: £126,000). The interest rate incurred on capitalised interest was 4.29% (2024: 4.29%). Bid development costs represent costs incurred during the preferred bidder stage of bringing the Buckinghamshire PFI project to financial close and will be written off on a straight-line basis over the life of the PFI contract, being 30 years.
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On 16 October 2012, the Company purchased 100% of the issued ordinary share capital of FCC Buckinghamshire (Support Services) Limited, a company which is registered in England and Wales, for £1. The principal activity of FCC Buckinghamshire (Support Services) Limited was the provision of construction services in relation to the EfW treatment facility at Greatmoor, near Aylesbury. As construction was completed in 2016, the company is now dormant.
The address of the registered office of the subsidiary is the same as the parent company.
Page 24
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and other debtors
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Amounts owed to group undertakings
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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Charged to profit or loss
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Page 25
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FCC BUCKINGHAMSHIRE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Deferred taxation (continued)
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Allotted, called up and fully paid
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1,000,000 (2024: 1,000,000) Ordinary shares of £1.00 each
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Profit and loss account
The profit and loss account comprises cumulative profits or losses, including unrealised profits or losses recognised in the statement of comprehensive income, net of dividends.
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The Company paid an interim dividend of £8.50 per share (2024: £11.50)
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The Company is a member of a group VAT registration and as such has contingent liabilities for VAT in respect of other members of the group.
Page 26
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FCC BUCKINGHAMSHIRE LIMITED
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. In the ordinary course of business, the Company has traded with fellow subsidiaries of FCC.
Under FRS 102, the company is exempt from disclosing related party transactions with other wholly owned subsidiaries of the Green Recovery Projects Group.
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FCC Recycling (UK) Limited
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The immediate parent of the Company is FCC Buckinghamshire Holdings 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 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.
Page 27
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