ACCOUNTS - Final Accounts

Registered number: 16026535

JFL2 HOLDINGS LIMITED

UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 OCTOBER 2025

JFL2 HOLDINGS LIMITED

REGISTERED NUMBER: 16026535

BALANCE SHEET

AS AT 31 OCTOBER 2025

		2025
Note		£

FIXED ASSETS
Investments	4		2,945,246
			2,945,246

Creditors: amounts falling due within one year	5	(381,547)
NET CURRENT (LIABILITIES)/ASSETS			(381,547)
TOTAL ASSETS LESS CURRENT LIABILITIES			2,563,699
Creditors: amounts falling due after more than one year	6		(1,324,776)
NET ASSETS			1,238,923

CAPITAL AND RESERVES
Called up share capital	7	334
Share premium account		1,158,134
Profit and loss account		80,455
		1,238,923

The director considers that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

F A Lindsay

Director

Date: 2 June 2026

The notes on pages 2 to 4 form part of these financial statements.

Page 1

JFL2 HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 OCTOBER 2025

1.	GENERAL INFORMATION

JFL2 Holdings Limited is a private company limited by shares, incorporated on 18 October 2024 in England and Wales. The Company's registered office is 16 Saxon Way, Melbourn, SQ8 6DN.

The Company's functional and presentational currency is GBP.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.3

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

2.4

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

EMPLOYEES

The Company has no employees other than the director, who did not receive any remuneration.

Page 2

JFL2 HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 OCTOBER 2025

4.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£
	COST
	Additions	2,945,246
	At 31 October 2025	2,945,246

5.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2025
		£

	Other creditors	381,547

Other creditors represent deferred consideration on the purchase of shares in J F Lindsay Holdings Limited under a Share Purchase Agreement dated 21 October 2024. The liability is payable in monthly instalments through to November 2036. It is measured at amortised cost using the effective interest method and discounted at 5% per annum.

6.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		2025
		£

	Other creditors	1,324,776

Other creditors represent deferred consideration on the purchase of shares in J F Lindsay Holdings Limited, payable in monthly instalments through to November 2036. The liability is measured at amortised cost using a discount rate of 5% per annum. The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is £875,207.

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JFL2 HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 OCTOBER 2025

7.	SHARE CAPITAL
		2025
		£

		ALLOTTED, CALLED UP AND FULLY PAID

		334 Ordinary shares of £1.00 each	334

During the period the Company issued 333 ordinary shares of £1 each as part of the consideration for the acquisition of J F Lindsay Holdings Limited under a Share Purchase Agreement. These shares, together with the pre-existing subscriber share, bring the total issued share capital to 334 ordinary shares of £1 each. The excess over nominal value has been credited to the share premium account.

RELATED PARTY TRANSACTIONS

During the period the Company acquired J F Lindsay Holdings Limited under a Share Purchase Agreement. The acquisition price included deferred consideration payable to J F Lindsay and E Lindsay, former shareholders of the Company. In addition to the deferred consideration, 333 ordinary shares were issued to the director as part of the consideration (see note 7 for detail). Total payments made during the year as part of this transaction were £168,000. Details of the deferred consideration and outstanding liability are included in notes 5 and 6 to the financial statements.

Page 4