IRIS Accounts Production v24.3.2.46 13802727 Board of Directors 1.10.24 31.3.25 31.3.25 0 0 true false true false false true false 0 0 Ordinary Shares 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 13802727 2024-09-30 13802727 2025-03-31 13802727 2024-10-01 2025-03-31 13802727 2023-09-30 13802727 2023-10-01 2024-09-30 13802727 2024-09-30 13802727 ns15:EnglandWales 2024-10-01 2025-03-31 13802727 ns14:PoundSterling 2024-10-01 2025-03-31 13802727 ns10:Director1 2024-10-01 2025-03-31 13802727 ns10:PrivateLimitedCompanyLtd 2024-10-01 2025-03-31 13802727 ns10:SmallEntities 2024-10-01 2025-03-31 13802727 ns10:AuditExempt-NoAccountantsReport 2024-10-01 2025-03-31 13802727 ns10:SmallCompaniesRegimeForAccounts 2024-10-01 2025-03-31 13802727 ns10:FullAccounts 2024-10-01 2025-03-31 13802727 ns10:OrdinaryShareClass1 2024-10-01 2025-03-31 13802727 ns10:Director3 2024-10-01 2025-03-31 13802727 ns10:Director4 2024-10-01 2025-03-31 13802727 ns10:RegisteredOffice 2024-10-01 2025-03-31 13802727 ns10:Director2 2024-10-01 2025-03-31 13802727 ns5:CurrentFinancialInstruments 2025-03-31 13802727 ns5:CurrentFinancialInstruments 2024-09-30 13802727 ns5:Non-currentFinancialInstruments 2025-03-31 13802727 ns5:Non-currentFinancialInstruments 2024-09-30 13802727 ns5:ShareCapital 2025-03-31 13802727 ns5:ShareCapital 2024-09-30 13802727 ns5:RetainedEarningsAccumulatedLosses 2025-03-31 13802727 ns5:RetainedEarningsAccumulatedLosses 2024-09-30 13802727 ns5:CostValuation 2024-09-30 13802727 ns5:RevaluationsIncreaseDecreaseInInvestments 2025-03-31 13802727 ns5:CostValuation 2025-03-31 13802727 ns5:AdditionsToInvestments 2025-03-31 13802727 ns5:DisposalsRepaymentsInvestments 2025-03-31 13802727 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-03-31 13802727 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-09-30 13802727 ns5:Non-currentFinancialInstruments 2024-10-01 2025-03-31 13802727 ns10:OrdinaryShareClass1 2025-03-31

REGISTERED NUMBER: 13802727 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

FOR

FSFC HOLDINGS 2 LIMITED

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 3 |

Income Statement | 4 |

Balance Sheet | 5 |

Notes to the Financial Statements | 7 |

FSFC HOLDINGS 2 LIMITED

COMPANY INFORMATION

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

| Directors: | Mr R O G Guest

| Mr R J Kelly

| Mr H J Hansen

| 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 PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

The directors present their strategic report for the period 1 October 2024 to 31 March 2025.

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

5 March 2026

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

REPORT OF THE DIRECTORS

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

The directors present their report with the financial statements of the Company for the period 1 October 2024 to 31 March 2025.

Principal activity

The principal activity of the Company in the period 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 period ended 31 March 2025.

Directors

The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report.

Mr R O G Guest

Mr R J Kelly

Mr H J Hansen

Other changes in directors holding office are as follows:

Mr J Elsworth ceased to be a director after 31 March 2025 but prior 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:

Mr R O G Guest - Director

5 March 2026

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

INCOME STATEMENT

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

Period |  |

1.10.24 |  |

to | Year Ended |

31.3.25 | 30.9.24 |

| £ | £

Turnover | - |  | - |  |

Administrative expenses | (80,357 | ) | (323,641 | ) |

(80,357 | ) | (323,641 | ) |

Gain/loss on revaluation of assets | 12,497,414 |  | 3,975,309 |  |

Operating profit | 12,417,057 |  | 3,651,668 |  |

Interest receivable and similar income | 1,623,324 |  | 3,094,248 |  |

14,040,381 |  | 6,745,916 |  |

Interest payable and similar expenses | (2,046,144 | ) | (3,549,862 | ) |

Profit before taxation | 11,994,237 |  | 3,196,054 |  |

Tax on profit | - |  | - |  |

Profit for the financial period | 11,994,237 |  | 3,196,054 |  |

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

BALANCE SHEET

31 MARCH 2025

31.3.25 | 30.9.24 |

| Notes | £ | £

Fixed assets

Investments | 4 | 243,981,811 |  | 226,503,298 |  |

Current assets

Debtors: amounts falling due within one year | 5 | 3,363,161 |  | 4,923,857 |  |

Cash at bank | 60,892 |  | 4,078 |  |

3,424,053 |  | 4,927,935 |  |

Creditors: amounts falling due within one year | 6 | (1,589,494 | ) | (449,682 | ) |

Net current assets | 1,834,559 |  | 4,478,253 |  |

Total assets less current liabilities | 245,816,370 |  | 230,981,551 |  |

Creditors: amounts falling due after more than one year | 7 | (49,852,535 | ) | (58,589,600 | ) |

Net assets | 195,963,835 |  | 172,391,951 |  |

Capital and reserves

Called up share capital | 8 | 144,000,476 |  | 132,422,829 |  |

Retained earnings | 51,963,359 |  | 39,969,122 |  |

Shareholders' funds | 195,963,835 |  | 172,391,951 |  |

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 March 2025.

The members have not required the Company to obtain an audit of its financial statements for the period ended 31 March 2025 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.

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

BALANCE SHEET - continued

31 MARCH 2025

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 5 March 2026 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 PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

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 held by the Company have been valued in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines (December 2022) developed by the British Venture Capital Association and other organisations. Through these guidelines and in accordance with section 11 of FRS 102, investments are valued at fair value through profit or loss.

| Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length transaction.

| In accordance with section 11 of FRS102, the fair value of the underlying investment assets are determined in accordance with IPEV Guidelines using a discounted cash flow valuation methodology. The Board consider that this methodology for determining fair value is in accordance with the fair value requirements of FRS102. The portfolio valuations are prepared by Foresight Group LLP bi-annually and are then reviewed and approved by the Board. Unrealised and realised gains/losses are recognised in the Profit or Loss Account following approval by the Board.

| 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 period 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 period 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.

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

2. | Accounting policies - continued

| 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 period was NIL (2024 - NIL).

4. | Fixed asset investments

31.3.25 | 30.9.24 |

| £ | £

| Shares in group undertakings | 195,069,936 |  | 176,699,867 |  |

| Loans to group undertakings | 48,911,875 |  | 49,803,431 |  |

243,981,811 |  | 226,503,298 |  |

| Additional information is as follows:

Shares in |

group |

undertakings |

| £

| Cost or valuation

| At 1 October 2024 | 176,699,867 |  |

| Revaluations | 18,370,069 |  |

| At 31 March 2025 | 195,069,936 |  |

| Net book value

| At 31 March 2025 | 195,069,936 |  |

| At 30 September 2024 | 176,699,867 |  |

| Cost or valuation at 31 March 2025 is represented by:

Shares in |

group |

undertakings |

| £

| Valuation in 2024 | 176,699,867 |  |

| Valuation in 2025 | 18,370,069 |  |

195,069,936 |  |

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

Loans to |

group |

undertakings |

| £

| At 1 October 2024 | 49,803,431 |  |

| New in year | (1 | ) |

| Repayment in year | (891,555 | ) |

| At 31 March 2025 | 48,911,875 |  |

5. | Debtors: amounts falling due within one year |

31.3.25 | 30.9.24 |

| £ | £

| Trade debtors | 3,363,161 |  | 4,923,857 |  |

6. | Creditors: amounts falling due within one year |

31.3.25 | 30.9.24 |

| £ | £

| Accounts & Interest Payable | 1,589,494 |  | 449,682 |  |

7. | Creditors: amounts falling due after more than one year |

31.3.25 | 30.9.24 |

| £ | £

| Revolving Credit Facility | (250,791 | ) | 20,199,209 |  |

| Loan from Parent Company | 50,103,326 |  | 38,390,391 |  |

49,852,535 |  | 58,589,600 |  |

| 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, the Revolving Credit Facility was not drawn down, there was £250,791 of capitalised costs.

8. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.3.25 | 30.9.24 |

value: |  | £ | £

| 130,599,878 | Ordinary Shares | 1 | 144,000,476 |  | 132,422,829 |  |

FSFC HOLDINGS 2 LIMITED (REGISTERED NUMBER: 13802727)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 OCTOBER 2024 TO 31 MARCH 2025

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 £859,323 of interest incurred on the loan, of which £2,486,263 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 £17,066,123 owed to FSFC Holdings 2 Limited, at an interest rate of 7% per annum, with £599,118 of interest incurred on the loan, all of which £391,889 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 £7,158,767 owed to FSFC Holdings 2 Limited, at an interest rate of 7% per annum, with £164,883 of interest incurred on the loan, of which £493,188 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 £50,103,326 owed to FSFC Holdings Limited, at an interest rate of 7% per annum, with £1,474,961 of interest incurred on the loan, of which £1,555,936 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.