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REGISTERED NUMBER: 13802727 (England and Wales)















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024

FOR

FSFC HOLDINGS 2 LIMITED

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Income Statement 4

Balance Sheet 5

Notes to the Financial Statements 6


FSFC HOLDINGS 2 LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 SEPTEMBER 2024







Directors: Mr J Elsworth
Mr R O G Guest
Mr R J Kelly





Registered office: The Shard
32 London Bridge Street
London
SE1 9SG





Registered number: 13802727 (England and Wales)






FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their strategic report for the year ended 30 September 2024.

Investment objective
The Company's primary objective is to act as a holding company for the investments made by FSFC Holdings Limited and the ultimate controlling party, namely Averon Park Limited.

The Company acts on behalf of its ultimate controlling party in its investing in UK forestry, afforestation and natural capital assets, by financing acquisitions through its underlying SPVs.

On behalf of the board:





Mr R O G Guest - Director


27 June 2025

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report with the financial statements of the Company for the year ended 30 September 2024.

Principal activity
The principal activity of the Company in the year under review was that of a holding company which owned five Special Purpose Vehicles ("SPVs") that invest in forestry and afforestation assets in the United Kingdom.

Dividends
No dividends will be distributed for the year ended 30 September 2024.

Directors
The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report.

Mr J Elsworth
Mr R O G Guest
Mr R J Kelly

Going concern
The Directors have adopted the going concern basis. In their assessment of going concern they have reviewed comprehensive cash flow forecasts and believe based on the forecasts and an assessment of the Company's, cash position and liquidity of the investment portfolio that it is appropriate to prepare the financial statements on a going concern basis.

On behalf of the board:





Mr R O G Guest - Director


27 June 2025

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

30.9.24 30.9.23
£ £

Turnover - -

Administrative expenses (323,641 ) (267,024 )
(323,641 ) (267,024 )

Gain/loss on revaluation of assets 3,975,309 6,689,150
Operating profit 3,651,668 6,422,126

Interest receivable and similar income 3,094,248 2,345,985
6,745,916 8,768,111

Interest payable and similar expenses (3,549,862 ) (2,606,296 )
Profit before taxation 3,196,054 6,161,815

Tax on profit - -
Profit for the financial year 3,196,054 6,161,815

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

BALANCE SHEET
30 SEPTEMBER 2024

30.9.24 30.9.23
Notes £ £
Fixed assets
Investments 4 226,503,298 215,378,489

Current assets
Debtors: amounts falling due within one year 5 4,923,857 2,444,609
Cash at bank 4,078 1,327,886
4,927,935 3,772,495
Creditors: amounts falling due within one
year

6

(449,682

)

(2,998,882

)
Net current assets 4,478,253 773,613
Total assets less current liabilities 230,981,551 216,152,102

Creditors: amounts falling due after more
than one year

7

(58,589,600

)

(47,333,622

)
Net assets 172,391,951 168,818,480

Capital and reserves
Called up share capital 8 132,422,829 129,863,378
Retained earnings 39,969,122 38,955,102
Shareholders' funds 172,391,951 168,818,480

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2024.

The members have not required the Company to obtain an audit of its financial statements for the year ended 30 September 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2025 and were signed on its behalf by:





Mr R O G Guest - Director


FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1. Statutory information

FSFC Holdings 2 Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. Accounting policies

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

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at fair value. The fair value of investment property is determined by an external valuer to be the estimated amount for which an asset should exchange on the date of valuation in an arm's-length transaction. Properties have been valued on an individual basis. The external valuer prepares their valuations in accordance with the RICS Valuation - Global Standards July 2017. Factors reflected comprise current market conditions including the comparable market value of similar forestry assets, the potential uplift in land value above current-in-use value, the location and situation of individual assets, potential vulnerability to winter storms and developmental status of properties. The market conditions stated are assessed on a bi-annual basis.

In addition, the carbon credit valuation comprised in the fair value of investment property is not determined by an external valuer but is based on the Ecosystem Marketplace collected trade data from UK Woodland Carbon Code and Peatland Code market participants who are project developers and resellers through the Ecosystem Marketplace Global Carbon Markets Hub. These are also subject to an accounting estimate that the Directors are satisfied with.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Going concern
The Directors have adopted the going concern basis. In their assessment of going concern they have reviewed comprehensive cash flow forecasts and believe based on the forecasts and an assessment of the Company's, cash position and liquidity of the investment portfolio that it is appropriate to prepare the financial statements on a going concern basis.

3. Employees and directors

The average number of employees during the year was NIL (2023 - NIL).

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4. Fixed asset investments

30.9.24 30.9.23
£ £
Shares in group undertakings 176,699,867 172,753,867
Loans to group undertakings 49,803,431 42,624,622
226,503,298 215,378,489

Additional information is as follows:
Shares in
group
undertakings
£
Cost or valuation
At 1 October 2023 172,753,867
Additions 3,946,000
At 30 September 2024 176,699,867
Net book value
At 30 September 2024 176,699,867
At 30 September 2023 172,753,867

Cost or valuation at 30 September 2024 is represented by:

Shares in
group
undertakings
£
Valuation in 2022 145,816,986
Valuation in 2023 20,468,809
Valuation in 2023 6,468,072
Valuation in 2024 3,946,000
176,699,867
Loans to
group
undertakings
£
At 1 October 2023 42,624,622
New in year 4,073,501
Other movement 3,105,308
At 30 September 2024 49,803,431

5. Debtors: amounts falling due within one year
30.9.24 30.9.23
£ £
Trade debtors 4,923,857 2,444,609

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

6. Creditors: amounts falling due within one year
30.9.24 30.9.23
£ £
Accounts & Interest Payable 449,682 2,796,785
Accruals - 202,097
449,682 2,998,882

7. Creditors: amounts falling due after more than one year
30.9.24 30.9.23
£ £
Revolving Credit Facility 20,199,209 9,999,209
Loan from Parent Company 38,390,391 37,334,413
58,589,600 47,333,622

The arrangement fees incurred relating to the Company's Revolving Credit Facility have been held at amortised cost and subsequently capitalised to the loan. At the end of the year, £20,500,000 of the Revolving Credit Facility had been drawn, with £300,791 of capitalised costs.

8. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 30.9.24 30.9.23
value: £ £
129,863,378 Ordinary Shares 1 132,422,829 129,863,378

9. Related party disclosures

FSFC Company 1 Limited is a wholly owned subsidiary of FSFC Holdings 2 Limited. At the end of the period, there was a shareholder loan of £24,686,986 owed to FSFC Holdings 2 Limited, at an interest rate of 7% per annum, with £1,657,337 of interest incurred on the loan, of which £1,626,940 was outstanding at the year end.

Blackmead Forestry Limited is a wholly owned subsidiary of FSFC Holdings 2 Limited. At the end of the period, there was a shareholder loan of £16,517,202 owed to FSFC Holdings 2 Limited, at an interest rate of 7% per annum, with £2,635,307 of interest incurred on the loan, all of which was outstanding at the year end.

Blackmead Forestry II Limited is a wholly owned subsidiary of FSFC Holdings 2 Limited. At the end of the period, there was a shareholder loan of £3,582,464 owed to FSFC Holdings 2 Limited, at an interest rate of 7% per annum, with £227,994 of interest incurred on the loan, of which £328,305 was outstanding at the year end.

FSFC Holdings 2 Limited is a wholly owned subsidiary of FSFC Holdings Limited. At the end of the period, there was a shareholder loan of £38,390,391 owed to FSFC Holdings Limited, at an interest rate of 7% per annum, with £2,632,733 of interest incurred on the loan, of which £449,680 was outstanding at the year end.

10. Ultimate controlling party

During the period, in the opinion of the directors, the ultimate controlling party was Averon Park Limited.

11. Contingencies and commitments

The Company has no guarantees or significant capital commitments as at 30 September 2024.