REGISTERED NUMBER: 11671608 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

FISCHER FARMS HOLDCO LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Profit and Loss Account

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTORS:

T G A Fischer

S M P Adcock

C J Kirke

REGISTERED OFFICE:

Fischer Farms Ltd, Unit 1a

Threshing Barn, Bar Lane,

Barton Under Needwood

Burton-On-Trent

Staffordshire

DE13 8AJ

REGISTERED NUMBER:

11671608 (England and Wales)

AUDITORS:

Magma Audit LLP

16 Davy Court

Castle Mound Way

Rugby, CV23 0UZ

Magma Audit LLP is part

Of the Dains Group

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of holding company for subsidiaries who grow leaf salad and herb products through vertical farming.

DIRECTORS

T G A Fischer has held office during the whole of the period from 1 April 2024 to the date of this report.

Other changes in directors holding office are as follows:

J F H Simpson - resigned 21 May 2024

S M P Adcock - appointed 21 May 2024

C J Kirke was appointed as a director after 31 March 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Magma Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

C J Kirke - Director

22 December 2025

Opinion

We have audited the financial statements of Fischer Farms Holdco Limited (the 'company') for the year ended 31 March 2025 which comprise the Profit and Loss Account, Balance Sheet and Notes to the Financial Statements, 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 Financial Reporting Standard 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 March 2025 and of its loss 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 Auditors' 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

Auditors' 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 a Report of the Auditors 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.

Based on our understanding of the company and industry, we identified the principal risks of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed included:

-

Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation, and fraud;

-

Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations,or with unusual descriptions;

-

Challenging assumptions made by management in their significant estimates, such as those used to assess the recoverability of group debtors and the ability to continue as a going concern.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Victoria Craig (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP

16 Davy Court

Castle Mound Way

Rugby, CV23 0UZ

Magma Audit LLP is part

Of the Dains Group

22 December 2025

TURNOVER

-

-

Administrative expenses

(5,171,554

)

(1,607,828

)

OPERATING LOSS

(5,171,554

)

(1,607,828

)

Interest receivable and similar income

205

7,054

(5,171,349

)

(1,600,774

)

Interest payable and similar expenses

(3,868,161

)

(4,048,535

)

LOSS BEFORE TAXATION

(9,039,510

)

(5,649,309

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(9,039,510

)

(5,649,309

)

FIXED ASSETS

Investments

4

3

3

CURRENT ASSETS

Debtors

5

21,019,752

26,231,086

Cash at bank

2

80,915

21,019,754

26,312,001

CREDITORS

Amounts falling due within one year

6

(26,330

)

(13,206

)

NET CURRENT ASSETS

20,993,424

26,298,795

TOTAL ASSETS LESS CURRENT LIABILITIES

20,993,427

26,298,798

CREDITORS

Amounts falling due after more than one year

7

(44,574,351

)

(40,840,212

)

NET LIABILITIES

(23,580,924

)

(14,541,414

)

CAPITAL AND RESERVES

Called up share capital

9

101

101

Retained earnings

(23,581,025

)

(14,541,515

)

SHAREHOLDERS' FUNDS

(23,580,924

)

(14,541,414

)

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 22 December 2025 and were signed on its behalf by:

C J Kirke - Director

1.	STATUTORY INFORMATION

Fischer Farms Holdco Limited is a limited company, registered in England and Wales. Its registered office address is Fischer Farms Ltd, Unit 1a, Threshing Barn, Bar Lane, Blakenhall Park, Barton Under Needwood, Burton-On-Trent, Staffordshire, United Kingdom, DE13 8AJ and the registered number is 11671608.

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.

The presentational currency of the financial statements is Sterling (£), rounded to the nearest £1.

Going concern

At 31 March 2025 the company had net current assets of £20,993,424 (2024: £26,298,795) and net liabilities of £23,580,924 (2024: £14,541,414). The Directors have considered this and have prepared the financial statements on a going concern basis. The ultimate parent company Gresham House BSI Infrastructure LP, has confirmed that it intends to support this company for at least 12 months following the signing of the accounts, and that they have no intention of recalling the loan due of £44,574,351 them until the company is in a position to pay it.

Preparation of consolidated financial statements

The financial statements contain information about Fischer Farms Holdco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

The parent undertaking for the largest and smallest group for which consolidated accounts are prepared is Fischer Farms Limited. Consolidated accounts in respect of the group are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investment in the subsidiary company is held at cost less provision for any impairment.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties.

(i) Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, 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.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Taxation

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.

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.

Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term 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.

3.	EMPLOYEES AND DIRECTORS

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 April 2024

and 31 March 2025

3

NET BOOK VALUE

At 31 March 2025

3

At 31 March 2024

3

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

20,996,471

26,203,734

Other debtors

-

6,171

20,996,471

26,209,905

Amounts falling due after more than one year:

Other debtors

23,281

21,181

Aggregate amounts

21,019,752

26,231,086

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

15,049

2,480

Amounts owed to group undertakings

1

1

Accruals and deferred income

11,280

10,725

26,330

13,206

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other loans - 2-5 years

44,574,351

40,840,212

8.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Other loans

44,574,351

40,840,212

The company's loans from the ultimate parent company, Gresham House BSI Infrastructure LP are secured on the company's assets and undertakings by way of a fixed and floating charge. Floating charge covers all the property or undertaking of the company.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

101

Ordinary shares

£1

101

101

10.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available under paragraph 33.1A of FRS 102, whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the group.

11.	CONTROLLING PARTY

The immediate parent undertaking is Fischer Farms limited during the current and previous year.

The ultimate controlling party is Searchlight Capital Partners III GP, LLC (a company registered in Delaware, USA).

There was no ultimate controlling party undertaking as no individual shareholder had a controlling holding during the current year or the preceding year.