Company registration number 03848698 (England and Wales)
OSPREA LOGISTICS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
OSPREA LOGISTICS LIMITED
COMPANY INFORMATION
Director
Ms K Mears
Company number
03848698
Registered office
22 Friars Street
Sudbury
Suffolk
CO10 2AA
Auditor
Moore Green
22 Friars Street
Sudbury
CO10 2AA
OSPREA LOGISTICS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 5
Independent auditor's report
6 - 8
Group statement of income and retained earnings
9
Group balance sheet
10
Company balance sheet
11
Notes to the financial statements
13 - 24
OSPREA LOGISTICS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 1 -

The director presents the strategic report for the year ended 30 September 2023.

Review of the business

 

Osprea group via Osprea Logistics USA LLC continues to be a leading player in the armoured vehicle market for Peace Keeping Operations especially out of the USA and is becoming a preferred choice of national governments as well as the US Government itself. Osprea had a difficult 2 years from Covid, with delayed revenue receipts, delays in government-produced documents, and delayed incoming sales contracts from resources being diverted to pandemic requirements. While we are still suffering the “hangover” effect of Covid, we continue to cut back to essential staff in order to reduce overheads, and use the time to rework engineering, bring BOMs up to date and implement new IT systems and convert as much raw inventory into vehicle-ready assembly as possible. We are also developing new vehicle products in response to market needs. Uncertainties remained around the duration of the COVID pandemic and therefore how long revenues and contracts would be delayed. All pending delayed contracts remain in place as proposed.

 

The strength of sales and profits from 2019 allowed the group to hold enough reserves to carry us through the uncertainties experienced during the pandemic period of 2020 and 2021 allowing the group not only to recoup losses from 2021 but to look ahead with careful financial planning and a close eye on reducing overheads.

 

Osprea Group's traditional market has been in Africa where it retains a good competitive position. Osprea is committed to the expansion into other regions and has identified new possible markets for sales growth. Osprea Logistics USA LLC will continue to manufacture vehicles for its own sales and under contract with Osprea Logistics Ltd. Osprea Logistics SA (Pty) Ltd operations are developing the spares business to become a standalone profit center in addition to its support role for the group. Subsequent to the year-end Osprea Logistics SA (Pty) Ltd was closed down and all of its operations moved to the other companies within the group.

 

During the 2023 year there were a number of key strategic development which put us in a strong position for future years:

 

Owing to the lack of business in South Africa and the full focus on US operations Osprea has decided to close down the South African company (Osprea Logistics SA PTY Ltd) and reduce costs and management burden. There is nothing that the South African entity can do that cannot be done form the US, and the nature of marketplace in South Africa and the behavior of companies in it, is not aligned with Osprea’s core principles.

 

The group has a website detailing its activities. Due to the nature of the group's trade and customer base there is no formal marketing and media strategy. The Osprea group has invested in additional marketing executives in order to grow sales and expand into new markets.

 

OSPREA LOGISTICS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 2 -
Principal risks and uncertainties

 

Reputational Risk

 

The group experienced specific difficulties during the period from the instability caused by the ongoing pandemic and its impact of the global markets. The major customers delayed payments which contributed greatly to cashflow pressures on the group and in particular the USA operations. The group's key management extended substantial time and effort to resolving all of the issues from the previous year in respect of various disputes and finance including reorganisation of its finance provisions.

 

The Osprea Group mitigates the reputational risk due to its involvement in national and global organisations through a strict adherence to all relevant legislation and regulations.

 

However Osprea and its product’s reputation continues to strengthen to the extent that a number of companies have made approaches for the purchase of Osprea.

 

Financial Risk

 

The duration of projects across financial periods can lead to a prolonged cash flow cycle. To mitigate the risk Osprea works tirelessly to negotiate mutually beneficial payment terms with its customers and suppliers. The non-cyclical nature of our project driven business model has led Osprea to invest in a committed sales team with years of experience in the defence industry.

Development and performance

 

We continue to work on our relationship with UK Export Finance which resulted in their issuing an Expression of Interest for HM Government to underwrite a large sales contract to a client government. This has introduced a new dynamic into our business, government-backed export finance, which will enable us to offer better sales options to less wealthy client countries and also likely see the expansion of Osprea's assembly locations to include the United Kingdom. Export Finance will from now be part of our future business model, and is being extended to relationships for the supply of vehicles to UK government for Ukraine,

 

Revenue is coming in, and solid contracts are now in finalisation which will return Osprea as a group to its expected position with sales in the $50m range, and pipeline of $75m per year for 2024 and 2025.

 

Key performance indicators

 

Sales did not grow in 2023 as we had expected. This was due to hangover from the pandemic, certain political upheavals such as coups in West Africa (a key recipient of our product on US G government security assistance programs and the closing down of the UN mission in Mali.

 

The Gross Profit has stabilized following the reorganisation to a more in-house production method and with pressure on global markets and we are also looking at investing in our own steel fabrication machinery to reduce the costs of our armour, should available funds permit.

 

As a result the group made a small net profit after the losses of 2022 which is very gratifying, and shows the benefit of the cost cutting we achieved post-pandemic.

Other performance indicators

 

There is a strong appreciation for the role our vehicles play and the unparalleled job they have done saving lives in substantially large IED attacks, which has improved the brand name and image, increased enquiries and interest for the products to a pipeline of over $150,000,000.

OSPREA LOGISTICS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 3 -

On behalf of the board

Ms K Mears
Director
24 June 2025
OSPREA LOGISTICS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 4 -

The director presents her annual report and financial statements for the year ended 30 September 2023.

Principal activities

The principal activity of the company and group continued to be that of the supply of vehicles, equipment and spare parts outside of the UK.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Ms K Mears
Future developments

The group as a whole continued to generate contracts for the supply of further vehicles beyond the year end date and production in the USA slowly continued towards levels before the pandemic on a more efficient basis with reduced costs.

 

The group continued to develop ideas for vehicle designs and the management team within the group continued to drive the business forward and secure contracts for the future at or above the level of the most recent years.

 

Focus was still placed on directing resources into planning for recovery from the delayed impact of the pandemic and in particular in recovery of the cashflow position.

 

Recent tenders had been made to secure contracts for the next 10 years which could see production of up to 150 vehicles per year with sales of over $50m.

Auditor

In accordance with the company's articles, a resolution proposing that Moore Green be reappointed as auditor of the group will be put at a General Meeting.

OSPREA LOGISTICS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 5 -
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Ms K Mears
Director
24 June 2025
OSPREA LOGISTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OSPREA LOGISTICS LIMITED
- 6 -

Qualified opinion on financial statements

We have audited the financial statements of Osprea Logistics Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the group statement of income and retained earnings, the group balance sheet, the company balance sheet, the group statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for qualified opinion paragraph, the financial statements:

Basis for qualified opinion

One of the subsidiary entity's stock is significantly material to the group but has not been completely verified with relevant audit evidence. Whilst management counted stock at the financial year end date no independent stock take attendance was undertaken and no attendance was taken by the auditors. We have conducted other audit work in order to obtain sufficient audit evidence to verify the stock and work in progress but that work is limited in verification of the quantity of stock held and its actual condition and hence value. We are however, satisfied that we have sufficient alternative testing to be reasonably confident that the value included in the group accounts for that stock is not significantly uncertain as to affect the going concern and presentation of the financial statements for the group as a whole.

 

In addition we were unable to obtain sufficient audit evidence to fully confirm recoverability of trade debtors and validity of trade creditors in relation to the subsidiary entity located in USA. We are comfortable that other substantive and analytical audit work demonstrates that there appears to be no material uncertainty over the financial information in respect of these areas.

 

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 director's 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 group's and parent 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 director with respect to going concern are described in the relevant sections of this report.

OSPREA LOGISTICS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OSPREA LOGISTICS LIMITED
- 7 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to stock, trade debtors and trade creditors, described above we have not been able to obtain all the information and explanations that we considered necessary to provide us with sufficient audit evidence for the purpose of our audit.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines is 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 director is responsible for assessing the parent 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

OSPREA LOGISTICS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OSPREA LOGISTICS LIMITED
- 8 -

The group was susceptible to the group financial statements having material misstatement on the basis that the major component of the group being an overseas subsidiary was not subject to audit in its country of incorporation even though it would have been had it been incorporated in the UK. The opportunity for material misstatement of the financial statements was reduced to acceptable levels by the group financial statements being prepared as part of the audit process.

 

In respect of fraud opportunities we did not perform any specific fraud related testing and as is normal for an audit our work is not designed to specifically detect fraud. The group does not operate in cash and due to the nature of its trade and its potential customer base there are stringent reporting requirements and documentation completion required between the group and its customers when undertaking a contract which limit the opportunities for fraud to occur.

We identified no areas of key risks based on our work which included:

- Enquiry of management, those charged with governance and relevant third parties around actual and potential litigation and claims of which there were none at the year end date.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business

We identified the key areas to the group as revenue recognition and going concern. Our work was targeted during the audit to confirmation of revenue including assessing appropriateness of cut off adjustments and stock levels and movements. In respect of going concern our work was focused on confirmation of recoverability of assets and liability of debts along with obtaining evidence and confirmation from management of potential future revenue generation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

Vincent Chandler FCA FCCA
(Senior Statutory Auditor)
For and on behalf of Moore Green
Chartered Accountants
Statutory Auditor
22 Friars Street
Sudbury
CO10 2AA
24 June 2025
OSPREA LOGISTICS LIMITED
GROUP STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 9 -
2023
2022
Notes
$
$
Turnover
3
16,850,203
15,865,237
Cost of sales
(13,729,601)
(13,461,190)
Gross profit
3,120,602
2,404,047
Administrative expenses
(2,745,484)
(2,365,931)
Other operating income
-
19,830
Operating profit
4
375,118
57,946
Interest receivable and similar income
7
30
1
Interest payable and similar expenses
8
-
0
(74,323)
Amounts written off investments
9
-
(19,545)
Profit/(loss) before taxation
375,148
(35,921)
Tax on profit/(loss)
10
(78,781)
5,491
Profit/(loss) for the financial year
296,367
(30,430)
Retained earnings brought forward
15,142,810
15,173,240
Retained earnings carried forward
15,439,177
15,142,810
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 13 to 24 form part of these financial statements.

OSPREA LOGISTICS LIMITED
GROUP BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 10 -
2023
2022
Notes
$
$
$
$
Fixed assets
Tangible assets
11
2,696
1,513
2,696
1,513
Current assets
Stocks
14
8,026,690
8,171,889
Debtors
15
12,900,706
10,393,394
Cash at bank and in hand
868,670
3,493,611
21,796,066
22,058,894
Creditors: amounts falling due within one year
16
(5,729,126)
(6,287,138)
Net current assets
16,066,940
15,771,756
Total assets less current liabilities
16,069,636
15,773,269
Creditors: amounts falling due after more than one year
17
(630,453)
(630,453)
Net assets
15,439,183
15,142,816
Capital and reserves
Called up share capital
6
6
Profit and loss reserves
15,439,177
15,142,810
Total equity
15,439,183
15,142,816

The notes on pages 13 to 24 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 24 June 2025
24 June 2025
Ms K Mears
Director
Company registration number 03848698 (England and Wales)
OSPREA LOGISTICS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 11 -
2023
2022
Notes
$
$
$
$
Fixed assets
Tangible assets
11
258
341
Investments
12
10
10
268
351
Current assets
Debtors
15
462,638
1,865,353
Cash at bank and in hand
852,293
826,053
1,314,931
2,691,406
Creditors: amounts falling due within one year
16
(2,369,173)
(3,507,578)
Net current liabilities
(1,054,242)
(816,172)
Net liabilities
(1,053,974)
(815,821)
Capital and reserves
Called up share capital
6
6
Profit and loss reserves
(1,053,980)
(815,827)
Total equity
(1,053,974)
(815,821)

The notes on pages 13 to 24 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $36,745 (2022 - $92,001 profit).

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

The financial statements were approved and signed by the director and authorised for issue on 24 June 2025
24 June 2025
Ms K Mears
Director
Company registration number 03848698 (England and Wales)
OSPREA LOGISTICS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 12 -
2023
2022
Notes
$
$
$
$
Cash flows from operating activities
Cash (absorbed by)/generated from operations
(2,544,924)
2,777,832
Interest paid
-
0
(74,323)
Income taxes (paid)/refunded
(78,781)
5,491
Net cash (outflow)/inflow from operating activities
(2,623,705)
2,709,000
Investing activities
Purchase of tangible fixed assets
(1,266)
(1,386)
Repayment of loans
-
(19,545)
Interest received
30
1
Net cash used in investing activities
(1,236)
(20,930)
Net (decrease)/increase in cash and cash equivalents
(2,624,941)
2,688,070
Cash and cash equivalents at beginning of year
3,493,611
805,541
Cash and cash equivalents at end of year
868,670
3,493,611

The notes on pages 13 to 24 form part of these financial statements.

OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 13 -
1
Accounting policies
Company information

Osprea Logistics Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 22 Friars Street, Sudbury, Suffolk, CO10 2AA.

 

The group consists of Osprea Logistics Limited and all of its subsidiaries.

1.1
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.

The financial statements are prepared in sterling, 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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Osprea Logistics Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.4
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. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
20% straight line
Plant and equipment
25% reducing balance
Fixtures and fittings
16% straight line
Computers
20% straight line
Motor vehicles
33% straight line

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 recognised in the profit and loss account.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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). 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and 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.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

3
Turnover

 

All turnover of the group relates to sales outside of the UK.

Other revenue is not material and not disclosed within this note.

4
Operating profit
2023
2022
$
$
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(6,799)
9,695
Depreciation of owned tangible fixed assets
83
335
5
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
17
17
1
1
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
$
$
$
$
Wages and salaries
1,585,308
2,165,658
-
0
-
0
Social security costs
29,613
62,752
-
-
1,614,921
2,228,410
-
0
-
0
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
30,430
47,825
7
Interest receivable and similar income
2023
2022
$
$
Interest income
Interest on bank deposits
30
1
8
Interest payable and similar expenses
2023
2022
$
$
Other interest
-
74,323
9
Amounts written off investments
2023
2022
$
$
Amounts written back to/(written off) current loans
-
(19,545)

The loan with Goldex Limited, a Mauritius based company, was written off on the basis that it's involvement with the group had ended and no sums would be due with that entity being dissolved.

10
Taxation
2023
2022
$
$
Current tax
Adjustments in respect of prior periods
-
0
(27,967)
Foreign current tax on profits for the current period
78,781
22,476
Total current tax
78,781
(5,491)
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
10
Taxation
(Continued)
- 19 -

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
$
$
Profit/(loss) before taxation
375,148
(35,921)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
93,787
(6,825)
Adjustments in respect of prior years
-
0
(5,314)
Effect of change in corporation tax rate
-
7,994
Permanent capital allowances in excess of depreciation
-
0
(64)
Effect of overseas tax rates
(15,006)
(1,282)
Taxation charge/(credit)
78,781
(5,491)
11
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
$
$
$
$
$
$
Cost
At 1 October 2022
6,430
50,306
4,667
59,979
207,303
328,685
Additions
-
0
-
0
-
0
1,266
-
0
1,266
At 30 September 2023
6,430
50,306
4,667
61,245
207,303
329,951
Depreciation and impairment
At 1 October 2022
6,430
49,970
4,658
58,812
207,302
327,172
Depreciation charged in the year
-
0
81
2
-
0
-
0
83
At 30 September 2023
6,430
50,051
4,660
58,812
207,302
327,255
Carrying amount
At 30 September 2023
-
0
255
7
2,433
1
2,696
At 30 September 2022
-
0
336
9
1,167
1
1,513
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
11
Tangible fixed assets
(Continued)
- 20 -
Company
Plant and equipment
Fixtures and fittings
Total
$
$
$
Cost
At 1 October 2022 and 30 September 2023
3,419
776
4,195
Depreciation and impairment
At 1 October 2022
3,086
768
3,854
Depreciation charged in the year
81
2
83
At 30 September 2023
3,167
770
3,937
Carrying amount
At 30 September 2023
252
6
258
At 30 September 2022
333
8
341
12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Investments in subsidiaries
13
-
0
-
0
10
10

Subsequent to the year end date the subsidiary Osprea Logistics SA Proprietary Limited was closed down with all operations having now been moved to the USA under Osprea Logistics USA LLC.

Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 October 2022 and 30 September 2023
10
Carrying amount
At 30 September 2023
10
At 30 September 2022
10
13
Subsidiaries

Details of the company's subsidiaries at 30 September 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Osprea Logistics USA LLC
USA
Ordinary
100.00
Osprea Logistics SA Proprietary Limited
South Africa
Ordinary
100.00
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 21 -
14
Stocks
Group
Company
2023
2022
2023
2022
$
$
$
$
Work in progress
5,980,179
6,826,821
-
-
Raw materials
2,046,511
1,345,068
-
0
-
0
8,026,690
8,171,889
-
-
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$
$
$
$
Trade debtors
8,304,203
2,265,149
-
0
-
0
Other debtors
12,522
6,359
462,638
462,638
Prepayments and accrued income
4,583,981
8,121,886
-
0
1,402,715
12,900,706
10,393,394
462,638
1,865,353

 

16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
$
$
$
$
Trade creditors
4,135,122
1,509,234
-
0
5,306
Other taxation and social security
78,781
22,476
-
-
Other creditors
1,395,870
779,915
2,297,416
3,434,355
Accruals and deferred income
119,353
3,975,513
71,757
67,917
5,729,126
6,287,138
2,369,173
3,507,578

The group restructured some of its financing arrangements and other creditors relates solely to loans owed to key management and other non-financial institutions.

 

17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
$
$
$
$
Other creditors
630,453
630,453
-
0
-
0
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
17
Creditors: amounts falling due after more than one year
(Continued)
- 22 -

Included in Other Creditors over one year is a loan by Pargola Trust, a Trust registered outside the UK which is connected to the group key management, to Osprea Logistics SA Proprietary Limited amounting to ZAR 9,488,010 ($630,453) which is unsecured with no interest charge and no fixed term of payment other than being due after more than 12 months. This Trust owns the premises rented by that subsidiary company in South Africa.

18
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
$
$
$
$
Between two and five years
-
1,267,500
-
-
-
1,267,500
-
-
19
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Profit share bonus to key personnel
2023
2022
$
$
Group
Key management personnel
-
100,000

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
$
$
Group
Key management personnel
1,873,037
173,966
Other related parties
630,453
1,133,379
OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
19
Related party transactions
(Continued)
- 23 -

Key employees provided loans to the subsidiaries within the group to assist with cash flow difficulties experienced due to the pandemic.

 

There is a long term loan with Pargola Trust and the South African subsidiary amounting to ZAR 9,488,010 disclosed in other creditors due over more than one year. This Trust is connected to the owner by mutual family and the subsidiary uses premises owned by the Trust. No interest is charged on this loan and there are no repayments terms nor any security provided.

 

Loans continued to be advanced in the year by the key management and director of the subsidiaries, to the group to assist with cash flow. The loan is interest free until 2024, and has no repayment terms nor any security provided.

20
Fixed charge

The National Bank of Egypt hold a fixed charge over the UK parent company in respect of its bank accounts.

 

 

21
Subsequent events

The only valuable assets of Osprea Logistics SA PTY ltd are the Trademarks on the Mamba, Ratel and other names we have registered in various countries. They will all be processed for hiving up to the UK parent, Osprea Logistics Ltd. We will also be looking at hiving up the IP for the Mamba parts of which are held in the name of Osprea Logistics SA PTY Ltd. Both these matters will be subject to South African Reserve Bank Exchange Control approval.

OSPREA LOGISTICS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 24 -
22
Going concern

The director and management consider the group to be a going concern on the basis that:-

 

  1. Contracts were secured to produce a substantial quantity of products which could realise sales in excess of $14,000,000 and generate significant profits. Within the group the level of stock holding is significant due to these pending sales and the substantial liabilities at the balance sheet date would be capable of being repaid in full.

  2. We have now developed direct contacting with the US Government which will ease our tendering processes and allow direct awards from the government, The first of these was awarded on 30/09/2023

  3. Key management have given certain personal guarantees over various group liabilities.

  4. Key management are constantly reviewing the group cash flow position since contracts can take several years to fulfil resulting in income arising a considerable time after the expenditure is incurred. This is reflected in the Other Debtors and Other Creditors figures at the balance sheet date where such items are known with certainty, but management also consider those that are uncertain but might become certain within the next twelve months. The review process enables management to remain on top of financing arrangements and structure the group debt accordingly as necessary.

  5. A number of debts have been negotiated as unsecured liabilities in order to help further protect the groups assets and trade.

  6. The expected future income from secured sales contracts is likely to substantially exceed the various group liabilities.

  7. The impact of the long term effects of covid-19 pandemic on cashflow is significant but as global markets begin to return to normal and with the group now addressing the cashflow issues the directors expect the pandemic effect to be minimal from 2024 onwards.

  8. We have also developed our relationship with the US Government such that we are in a position to be contracted directly by the Dept Of State rather than only through Prime contractors, which will enhance our reputation and improve our access over time. This will be expected to bear fruit in 2024-2025 and onwards..

  9. We have now also been approached by other US Government entities for supply of vehicles for Ukraine and put on both a Blanket Purchases Agreement for that, as well as the US Government GSA procurement system in order to make ordering direct from us easier for the US government.

  10. Our key US government contract vehicles, AFRICAP, is begin replaced with a Global version (GlobalCap) which was put out to tender during 2023. The requirement s specified for the vehicle portion were closely aligned with our Mamba Mk7 and we had to quote for 150 per year for 10 yrs. While this has not yet been awarded, we are informed that at least 8 out of the 9 down-selected bidders, used our product in their bid.

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