Silverfin false 30/04/2023 01/01/2022 30/04/2023 A Field 19/03/2019 E Granville 21/07/2016 I Jenks 30/04/2022 28/05/2020 A Laing 17/11/2015 A Wallace 22/03/2022 26/02/2015 T Willey 30/04/2022 01/12/2019 16 October 2023 The principal activity of the company until 21 March 2022 was the development and sale of infrared technologies.

The company disposed of its principal trade on 21 March 2022 and the business ceased operations on that date subject to providing limited transitional support to the purchasers for an agreed period. All activities ceased on 30 April 2023.
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Company No: SC328115 (Scotland)

OSPREY PIR LIMITED

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 01 JANUARY 2022 TO 30 APRIL 2023
PAGES FOR FILING WITH THE REGISTRAR

OSPREY PIR LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 01 JANUARY 2022 TO 30 APRIL 2023

Contents

OSPREY PIR LIMITED

BALANCE SHEET

AS AT 30 APRIL 2023
OSPREY PIR LIMITED

BALANCE SHEET (continued)

AS AT 30 APRIL 2023
Note 30.04.2023 31.12.2021
£ £
Fixed assets
Intangible assets 3 0 3,782
Tangible assets 4 0 99,287
Investments 5 0 1
0 103,070
Current assets
Stocks 0 651,255
Debtors 6 151 263,304
Cash at bank and in hand 211,992 194,969
212,143 1,109,528
Creditors: amounts falling due within one year 7 ( 52,390) ( 3,024,175)
Net current assets/(liabilities) 159,753 (1,914,647)
Total assets less current liabilities 159,753 (1,811,577)
Creditors: amounts falling due after more than one year 8 0 ( 44,201)
Net assets/(liabilities) 159,753 ( 1,855,778)
Capital and reserves
Called-up share capital 9 5,712,783 5,712,784
Share premium account 21,956,391 21,956,391
Profit and loss account ( 27,509,421 ) ( 29,524,953 )
Total shareholders' funds/(deficit) 159,753 ( 1,855,778)

For the financial period ending 30 April 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Osprey PIR Limited (registered number: SC328115) were approved and authorised for issue by the Director on 16 October 2023. They were signed on its behalf by:

A Laing
Director
OSPREY PIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 01 JANUARY 2022 TO 30 APRIL 2023
OSPREY PIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 01 JANUARY 2022 TO 30 APRIL 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Osprey PIR Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Suite 2, Ground Floor Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Reporting period length

The accounts cover a reporting period of 16 months to 30 April 2023 to capture all associated income and expenditure relating to the sale of its principal trade in March 2022. Comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

The Company issues equity-settled share options to certain employees within the Company. Equity-settled share based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets 3 - 10 years straight line
Trademarks, patents and licences

Separately acquired patents and trademarks are included at cost and amortised in equal annual instalments over a period of 10 years which is their estimated useful economic life. Provision is made for any impairment.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 3 - 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes direct material, and where applicable direct labour costs, and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, and bank loans, 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. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2. Employees

Period from
01.01.2022 to
30.04.2023
Year ended
31.12.2021
Number Number
Monthly average number of persons employed by the Company during the period, including directors 8 32

3. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 January 2022 623,939 623,939
Disposals ( 623,939) ( 623,939)
At 30 April 2023 0 0
Accumulated amortisation
At 01 January 2022 620,157 620,157
Charge for the financial period 372 372
Disposals ( 620,529) ( 620,529)
At 30 April 2023 0 0
Net book value
At 30 April 2023 0 0
At 31 December 2021 3,782 3,782

4. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 01 January 2022 1,201,215 1,201,215
Disposals ( 1,201,215) ( 1,201,215)
At 30 April 2023 0 0
Accumulated depreciation
At 01 January 2022 1,101,928 1,101,928
Charge for the financial period 8,635 8,635
Disposals ( 1,110,563) ( 1,110,563)
At 30 April 2023 0 0
Net book value
At 30 April 2023 0 0
At 31 December 2021 99,287 99,287

5. Fixed asset investments

Investments in subsidiaries

30.04.2023
£
Cost
At 01 January 2022 1
At 30 April 2023 1
Provisions for impairment
At 01 January 2022 0
Impairment 1
At 30 April 2023 1
Carrying value at 30 April 2023 0
Carrying value at 31 December 2021 1

6. Debtors

30.04.2023 31.12.2021
£ £
Trade debtors 0 164,451
Other debtors 151 98,853
151 263,304

7. Creditors: amounts falling due within one year

30.04.2023 31.12.2021
£ £
Bank loans 0 5,358
Trade creditors 1,578 274,147
Convertible loan notes 0 2,064,874
Other taxation and social security 0 433,776
Obligations under finance leases and hire purchase contracts 0 1,069
Other creditors 50,812 244,951
52,390 3,024,175

8. Creditors: amounts falling due after more than one year

30.04.2023 31.12.2021
£ £
Bank loans 0 44,201

There are no amounts included above in respect of which any security has been given by the small entity.

9. Called-up share capital

30.04.2023 31.12.2021
£ £
Allotted, called-up and fully-paid
53,847,903 Ordinary shares of £ 0.10 each 5,384,790 5,384,790
2,246,842,364 Ordinary A shares of £ 0.0001 each 224,684 224,684
5,609,474 5,609,474
426,500,621 Preference B shares of £ 0.0001 each 42,650 42,650
606,587,379 Preference C shares of £ 0.0001 each 60,659 60,659
103,309 103,309
5,712,783 5,712,783

10. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

30.04.2023 31.12.2021
£ £
within one year 0 123,513
between one and five years 0 106,792
0 230,305

The operating leases were renounced in the year, the company was liable to pay £88,000 as consideration for the early termination of the lease.

11. Related party transactions

During the year service charges of £nil (2021: £2,030) were paid to Pyreos Incorporated, subsidiary undertaking.