Company registration number 14721399 (England and Wales)
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
Notes
$
$
Fixed assets
Investments
4
140,211
Current assets
Debtors
6
92,602,437
Creditors: amounts falling due within one year
7
(9,871,091)
Net current assets
82,731,346
Total assets less current liabilities
82,871,557
Creditors: amounts falling due after more than one year
8
(83,130,632)
Net liabilities
(259,075)
Capital and reserves
Called up share capital
9
1
Profit and loss reserves
(259,076)
Total equity
(259,075)

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 14 March 2025 and are signed on its behalf by:
Viloshan Govender
Director
Company registration number 14721399 (England and Wales)
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 10 March 2023
-
0
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(259,076)
(259,076)
Issue of share capital
9
1
-
1
Balance at 31 December 2023
1
(259,076)
(259,075)
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Osprey Renewables Africa Limited (Previously known as Milele Energy Limited) is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 1 New Burlington Place, London, England, W1S 2HR.

1.1
Reporting period

The company was incorporated on 10 March 2023. This is the first year the company is presenting its financial statements for the 10 months period ended 31 December 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in United States Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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.

1.3
Going concern

The company made a net loss of USD. 259,076 in the period, has shareholders' fund deficit of USD. 259,075.true

 

The company meets its day to day working capital requirements through funding from its ultimate parent company. The directors have given careful consideration to the liquidity of the company and have prepared these financial statements on a going concern basis. In addition, the directors are not aware of any unlikely event, conditions and business risks beyond this point that may cast a significant doubt on the company's ability to continue as a going concern.

 

Based on continued financial support from the ultimate parent company and the financial performance and position of the company and its risk management policies, the directors are of the opinion that the company is well placed to continue in business for the foreseeable future and as a result the financial statements are prepared on a going concern basis.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention 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, 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.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies , 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.

1.6
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.7
Foreign exchange

Transactions in currencies other than united states dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.8

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of trade and other receivables

The company reviews their portfolio of trade debtors on an annual basis. In determining whether trade debtors are impaired, the management makes judgement as to whether there is any evidence indicating that there is a measurable decrease in the estimated future cash flows expected.

OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2023
Number
Directors
5
4
Fixed asset investments
2023
$
Shares in group undertakings and participating interests
140,211
Movements in fixed asset investments
Shares in subsidiaries
$
Cost or valuation
At 10 March 2023
-
Additions
140,211
At 31 December 2023
140,211
Carrying amount
At 31 December 2023
140,211
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Osprey Renewables East Africa Limited
Kenya
Management company
Ordinary shares
100.00
Osprey Turkana Investment Limited
England and Wales
Investment company
Ordinary shares
100.00
Milele Power Limited
Mauritius
Investment company
Ordinary shares
100.00
6
Debtors
2023
Amounts falling due within one year:
$
Other debtors
8,000
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
6
Debtors
(Continued)
- 7 -
2023
Amounts falling due after more than one year:
$
Amounts owed by group undertakings
92,594,437
Total debtors
92,602,437
7
Creditors: amounts falling due within one year
2023
$
Loan from ultimate parent company
9,833,277
Other creditors
37,814
9,871,091
8
Creditors: amounts falling due after more than one year
2023
$
Loan from ultimate parent company
83,130,632

The long-term loans from ultimate parent company are unsecured. The weighted average effective interest rate at the reporting date was 12%.

9
Called up share capital
2023
2023
Ordinary share capital
Number
$
Issued and fully paid
Ordinary shares of 1p each
100
1
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Shilpa Chheda
Statutory Auditor:
KLSA LLP
Date of audit report:
14 March 2025
OSPREY RENEWABLES AFRICA LIMITED (PREVIOUSLY KNOWN AS MILELE ENERGY LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
11
Related party transactions
Transactions with related parties

During the period the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
Gemcorp Fund 1
Ultimate parent
Milele Power Limited
Subsidiary
Osprey Renewables East Africa Limited
Subsidiary
Osprey Turkana Investment Limited
Subsidiary
Description of
Income
Expenses
transaction
2023
2023
$
$
Gemcorp Fund 1
Interest expense
-
0
7,156,741
Milele Power Limited
Expenses paid by subsidiary
-
0
84,343
Osprey Renewables East Africa Limited
Management fees
-
0
78,427
Osprey Turkana Investment Limited
Interest income
7,145,585
-
0

Management fees amounting to $78,427 charged by Osprey Renewables East Africa Limited include a 5% markup in line with the transfer pricing policy of the group.

Balances with related parties

The following amounts were outstanding at the reporting end date:

Amounts owed by
Amounts owed to
related parties
related parties
2023
2023
$
$
Gemcorp Fund 1
-
0
92,963,909
Milele Power Limited
5,897,534
-
0
Osprey Renewables East Africa Limited
120,864
-
0
Osprey Renewables Topco Limited
1
-
0
Osprey Turkana Investment Limited
86,576,040
-
0
12
Ultimate controlling party

The parent company is Osprey Renewables Topco Limited (previously known as Milele Topco Limited), a company incorporated in England and Wales. In the opinion of the directors, the ultimate controlling party is the Gemcorp Fund 1.

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