REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
FOR |
FSFC HOLDINGS 2 LIMITED |
REGISTERED NUMBER: |
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: |
Registered office: |
Registered number: |
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: |
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. |
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: |
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 | ) |
Gain/loss on revaluation of assets | 3,975,309 | 6,689,150 |
Operating profit |
Interest receivable and similar income |
6,745,916 | 8,768,111 |
Interest payable and similar expenses | ( |
) | ( |
) |
Profit before taxation |
Tax on profit |
Profit for the financial year |
FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727) |
BALANCE SHEET |
30 SEPTEMBER 2024 |
30.9.24 | 30.9.23 |
Notes | £ | £ |
Fixed assets |
Investments | 4 |
Current assets |
Debtors: amounts falling due within one year | 5 |
Cash at bank |
Creditors: amounts falling due within one year |
6 |
( |
) |
( |
) |
Net current assets |
Total assets less current liabilities |
Creditors: amounts falling due after more than one year |
7 |
( |
) |
( |
) |
Net assets |
Capital and reserves |
Called up share capital | 8 |
Retained earnings |
Shareholders' funds |
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 were approved by the Board of Directors and authorised for issue on |
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 |
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 |
Loans to group undertakings |
Additional information is as follows: |
Shares in |
group |
undertakings |
£ |
Cost or valuation |
At 1 October 2023 |
Additions |
At 30 September 2024 |
Net book value |
At 30 September 2024 |
At 30 September 2023 |
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 |
New in year |
Other movement |
At 30 September 2024 |
5. | Debtors: amounts falling due within one year |
30.9.24 | 30.9.23 |
£ | £ |
Trade debtors |
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 |
Accruals |
7. | Creditors: amounts falling due after more than one year |
30.9.24 | 30.9.23 |
£ | £ |
Revolving Credit Facility |
Loan from Parent Company |
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: | £ | £ |
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. |