FRO III Cedar Finco II Limited iXBRL

Company Registration Number: 14178762

FRO III Cedar Finco II Limited

REPORTS AND FINANCIAL STATEMENTS

for the financial year ended 31 December 2024

FRO III CEDAR FINCO II LIMITED

DIRECTORS AND OTHER INFORMATION


Directors	Stephen Loftus
	Nicholas Fegan
	James Murphy
	Cyril Courbage
	Georgie Fast


Company Registration Number	14178762


Registered Office and Business Address	4th Floor
	7 Clarges Street
	London
	W1J 8AE
	United Kingdom


Independent Auditors	Kieran Ryan & Co.
	Chartered Accountants and Statutory Audit Firm
	20 Upper Mount Street
	Dublin 2
	Republic of Ireland


Bankers	Bank of America
	2 King Edward Street
	London
	EC1A 1HQ
	United Kingdom


Solicitors	Birketts LLP
	One London Wall
	Barbican
	London
	EC2Y 5EA
	United Kingdom

FRO III CEDAR FINCO II LIMITED

STRATEGIC REPORT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The directors present their strategic report on the company for the financial year ended 31 December 2024.

Review of the Company's Business

The company acts as a holding company.

There was no turnover in the year and the costs were small in nature. At the year end date, the company had net assets of €19,529,654. The directors are satisfied with the overall performance of the company.

Financial Key Performance Indicators

The directors review the balance sheet position when assessing key performance indicators.

Employees

The company has no employees.

On behalf of the board

Stephen Loftus

Director

Nicholas Fegan

Director


22 July 2025

FRO III CEDAR FINCO II LIMITED

DIRECTORS' REPORT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The directors present their report and the audited financial statements for the financial year ended 31 December 2024.

Principal Activity

The principal activity of the company is that of a holding company.

Results and Dividends

The loss for the financial year amounted to €(13,374) (2023 - €(17,909)).

The directors do not recommend payment of a dividend.

Directors

The directors who served during the financial year are as follows:

Stephen Loftus

Nicholas Fegan

James Murphy

Cyril Courbage

Georgie Fast

Future Developments

The company plans to continue its present activities.

Post-Balance Sheet Events

There have been no significant events affecting the company since the financial year-end.

Political Contributions

The company did not make any disclosable political donations in the current financial year.

Auditors

The auditors, Kieran Ryan & Co., (Chartered Accountants and Statutory Audit Firm) have indicated their willingness to continue in office in accordance with the provisions of Section 487 of the Companies Act 2006.

Statement on Relevant Audit Information

In accordance with section 418 of the Companies Act 2006, so far as each of the persons who are directors at the time this report is approved are aware, there is no relevant audit information of which the statutory auditors are unaware. The directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and they have established that the statutory auditors are aware of that information.

On behalf of the board

Stephen Loftus

Director

Nicholas Fegan

Director

22 July 2025

FRO III CEDAR FINCO II LIMITED

STATEMENT OF DIRECTORS' RESPONSIBILITIES

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including FRS102 "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 and apply them consistently;

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

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

The 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 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.

Disclosure of Information to Auditor
Each persons who are directors at the date of approval of this report confirms that:
-there is no relevant audit information (information needed by the company's auditor in connection with preparing the auditor's report) of which the company's auditor is unaware, and
-the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

On behalf of the board

Stephen Loftus

Director

Nicholas Fegan

Director

22 July 2025

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF FRO III CEDAR FINCO II LIMITED

Report on the audit of the financial statements

Opinion

We have audited the financial statements of FRO III Cedar Finco II Limited ('the company') for the financial year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes to the financial statements, including significant accounting policies set out in note . 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 state of the company's affairs as at 31 December 2024 and of its loss for the financial year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from the date 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.

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 our 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 this other information, we are required to report that fact. We have nothing to report in this regard.

Opinion 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 the 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept; or

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 for the financial statements

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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 they 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 has 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements, including how fraud may occur by enquiring of management of its own consideration of fraud. In particular, we looked at where management made judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also considered potential financial or other pressures, opportunity and motivations for fraud. As part of this discussion we identified the internal controls established to mitigate risks related to fraud or noncompliance with laws and regulations and how management monitor these processes.

Our tests included agreeing the financial statements disclosures to underlying supporting documentation and enquiries with management. We did not identify any key audit matters relating to irregularities, including fraud.

As in all of our audits, we also addressed the risk of management override of internal controls. Our audit procedures were designed to respond to risks of material misstatement in the financial statements.

A further description of our responsibilities for the audit of the financial statements is contained in the appendix to this report, located at page , which is to be read as an integral part of our 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.

Jonathan Bennett (Senior Statutory Auditor)

for and on behalf of

Kieran Ryan & Co.

Chartered Accountants and Statutory Audit Firm

20 Upper Mount Street

Dublin 2

Republic of Ireland

22 July 2025

FRO III CEDAR FINCO II LIMITED

APPENDIX TO THE INDEPENDENT AUDITOR'S REPORT

Further information regarding the scope of our responsibilities as auditor

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

FRO III CEDAR FINCO II LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

	2024	2023
Notes	€	€


Administrative expenses		(13,397)	(17,927)
		─────────	─────────
Operating loss	4	(13,397)	(17,927)

Interest receivable and similar income	5	23	18
		─────────	─────────
Loss before taxation		(13,374)	(17,909)

Tax on loss	6	-	-
		─────────	─────────
Loss for the financial year		(13,374)	(17,909)
		─────────	─────────
Total comprehensive income		(13,374)	(17,909)
		═════════	═════════

FRO III CEDAR FINCO II LIMITED

Company Registration Number: 14178762

BALANCE SHEET

as at 31 December 2024

		2024	2023
	Notes	€	€

Fixed Assets

Investments	7	19,611,650	19,611,650
		─────────	─────────

Current Assets

Debtors	8	2,710,926	4,487,833
Cash and cash equivalents	9	1,050	3,937
		─────────	─────────
		2,711,976	4,491,770
		─────────	─────────
Creditors: amounts falling due within one year	10	(2,793,972)	(4,560,392)
		─────────	─────────
Net Current Liabilities		(81,996)	(68,622)
		─────────	─────────
Total Assets less Current Liabilities		19,529,654	19,543,028
		═════════	═════════

Capital and Reserves

Called up share capital	11	3	3
Share premium account	12	19,611,646	19,611,646
Retained earnings		(81,995)	(68,621)
		─────────	─────────
Equity attributable to owners of the company		19,529,654	19,543,028
		═════════	═════════


Approved by the Board and authorised for issue on 22 July 2025 and signed on its behalf by

Stephen Loftus

Director

Nicholas Fegan

Director

FRO III CEDAR FINCO II LIMITED

STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2024

	Called up	Share	Retained	Total
	share	premium	earnings
	capital	account
	€	€	€	€

At 1 January 2023	3	19,611,646	(50,712)	19,560,937
	─────────	─────────	─────────	─────────
Loss for the financial year	-	-	(17,909)	(17,909)
	─────────	─────────	─────────	─────────
At 31 December 2023	3	19,611,646	(68,621)	19,543,028
	─────────	─────────	─────────	─────────
Loss for the financial year	-	-	(13,374)	(13,374)
	─────────	─────────	─────────	─────────
At 31 December 2024	3	19,611,646	(81,995)	19,529,654
	═════════	═════════	═════════	═════════

FRO III CEDAR FINCO II LIMITED

STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

	2024	2023
Notes	€	€

Cash flows from operating activities

Loss for the financial year

(13,374)

(17,909)

Adjustments for:

Interest receivable and similar income	(23)	(18)
	─────────	─────────
	(13,397)	(17,927)
Movements in working capital:

Movement in creditors

(3,915)

7,915

─────────

Cash used in operations

(17,312)

(10,012)

─────────

Cash flows from investing activities

Interest received

─────────

Cash flows from financing activities

Movement in funding to subsidiaries/group companies		1,776,907	(2,388,433)
Movement in funding from subsidiaries/group companies		(1,762,505)	2,402,364
		─────────	─────────
Net cash generated from financing activities		14,402	13,931
		─────────	─────────

Net (decrease)/increase in cash and cash equivalents		(2,887)	3,937
Cash and cash equivalents at beginning of financial year		3,937	-
		─────────	─────────
Cash and cash equivalents at end of financial year	9	1,050	3,937
		═════════	═════════

FRO III CEDAR FINCO II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

General Information

FRO III Cedar Finco II Limited is a company limited by shares incorporated and registered in the United Kingdom. The registered office of the company is 4th Floor, 7 Clarges Street, London, W1J 8AE, United Kingdom which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. The financial statements have been presented in Euro (€) which is also the functional currency of the company.

Summary of Significant Accounting Policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

Statement of compliance

The financial statements of the company for the financial year ended 31 December 2024 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006.

Basis of preparation

The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Consolidated accounts

The company is entitled to the exemption in Section 398 of the Companies Act 2006 from the obligation to prepare group accounts.

Investments

Investments held as fixed assets are stated at cost, less provision for any permanent diminution in value. Income from other investments together with any related tax credit is recognised in the Profit and Loss Account in the financial year in which it is receivable.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost, less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the Balance Sheet, bank overdrafts are shown within creditors.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Taxation and deferred taxation

Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements. Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

Significant accounting judgements and key sources of estimation uncertainty

The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant effect on amounts recognised in the financial statements are discussed below:

Valuation of investments and impairment
The company values its investments at cost, less provision for any permanent diminution in value. At each reporting date, the company carries out an impairment review of its assets. The factors taken into consideration in performing an impairment review are based on estimates and are subject to uncertainty.


4.	Operating loss	2024	2023
		€	€
	Operating loss is stated after charging/(crediting):
	Profit on foreign currencies	(162)	(571)
	Auditor's remuneration
	- audit services	3,040	7,915
		═════════	═════════


5.	Interest receivable and similar income	2024	2023
		€	€

	Bank interest	23	18
		═════════	═════════


6.	Tax on loss
		2024	2023
		€	€
	(a) Analysis of charge in the financial year

	Current tax:
	Corporation tax at 19.00% (2023 - 19.00%) (Note 6 (b))	-	-
		═════════	═════════

	(b) Factors affecting tax charge for the financial year

	The tax assessed for the financial year differs from the standard rate of corporation tax in the United Kingdom 19.00% (2023 - 19.00%). The differences are explained below:
		2024	2023
		€	€

	Loss taxable at 19.00%	(13,374)	(17,909)
		═════════	═════════
	Loss before tax
	multiplied by the standard rate of corporation tax
	in the United Kingdom at 19.00% (2023 - 19.00%)	(2,541)	(3,403)
	Effects of:
	Losses carried forward against future periods	2,541	3,403
		─────────	─────────
	Total tax charge for the financial year (Note 6 (a))	-	-
		═════════	═════════


	No charge to tax arises due to tax losses incurred.


7.	Investments
		Subsidiary
		undertakings
		shares

	Investments	€
	Cost

	At 31 December 2024	19,611,650
		─────────
	Net book value
	At 31 December 2024	19,611,650
		═════════
	At 31 December 2023	19,611,650
		═════════

7.1.

Holdings in related undertakings

The company holds 20% or more of the share capital of the following companies:

Country

Nature

Details

Proportion

held by

Name

incorporation and address of Registered Office

business

investment

company

Subsidiary undertaking

FRO III Cedar Investments II Limited

2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade, St. Helier, JE2 3QB, Jersey.

Investment Holding Company

Ordinary

100%

FRO III Cedar Ire Finco Limited

1st Floor Cape House, Westend Office Park, Snugborough Road, Blanchardstown, Dublin 15, Republic of Ireland.

Investment Holding Company

Ordinary

100%

In the opinion of the directors, the value to the company of the unlisted investments is not less than the book amount shown above.


8.	Debtors	2024	2023
		€	€

	Amounts owed by group undertakings	2,710,926	4,487,833
		═════════	═════════

	Amounts owed from fellow subsidiary undertakings are unsecured, interest-free and repayable on demand.


9.	Cash and cash equivalents	2024	2023
		€	€

	Cash and bank balances	1,050	3,937
		═════════	═════════


10.	Creditors	2024	2023
	Amounts falling due within one year	€	€

	Trade creditors	-	3,315
	Amounts owed to group undertakings	2,789,972	4,552,477
	Accruals	4,000	4,600
		─────────	─────────
		2,793,972	4,560,392
		═════════	═════════

	Amounts owed to fellow subsidiary undertakings are unsecured, interest-free and repayable on demand.


11.	Share capital			2024	2023
				€	€
	Description	Number of shares	Value of units

	Allotted, called up and fully paid
	£1 Ordinary Shares	3	€1.00 each	3	3

				═════════	═════════

Holdings in Fellow Subsidiary Undertakings
Stephen Loftus	FRO III Cedar Investments II Ltd	"B" Ordinary shares (voting)	323,886,873	323,886,873
James Murphy	FRO III Cedar Investments II Ltd	"B" Ordinary shares (voting)	431,791,892	431,791,892

12.

Reserves

Share Premium Reserve

The amount in share premium arose in 2022 from the issue of shares and the conversion of debt to equity.

13.

Capital commitments

The company had no material capital commitments at the financial year-ended 31 December 2024.

14.

Related party transactions

The company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with group undertakings.

15.

Parent and ultimate parent company

The company regards FRO III Cedar Finco I Limited as its parent company.

The companys ultimate parent undertaking is FRO III Cedar Holdings LP.

FRO III Cedar Holdings LP is registered in the Cayman Islands.

The parent of the largest group in which the results are consolidated is FRO III Cedar Finco I Limited.

FRO III Cedar Finco I Limited is registered in United Kingdom.

16.

Post-Balance Sheet Events

There have been no significant events affecting the company since the financial year-end.

17.

Guarantees and Charges

Situs Asset Management Limited
On 30 September 2022, FRO III Cedar Finco II Limited created a fixed and floating charge over assets now or subsequently owned by the company in favour of Situs Asset Management Limited in its capacity as security agent for and on behalf of itself and other Secured Parties, in relation to a loan advanced in 2022 by a bank to a group company.

18.

Approval of Financial Statements

The financial statements were approved and authorised for issue by the board of directors on _________________________________.