Ostara Europe (UK) Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 10004899 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

OSTARA EUROPE (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R DeBerry

T West

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

10004899 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

CURRENT ASSETS

Stocks

377,903

310,686

Debtors

4

1,113,304

1,604,476

Cash at bank

397,170

319,702

1,888,377

2,234,864

CREDITORS

Amounts falling due within one year

5

1,812,804

2,159,291

NET CURRENT ASSETS

75,573

TOTAL ASSETS LESS CURRENT
LIABILITIES

75,573

CAPITAL AND RESERVES

Called up share capital

6

1

Other reserves

7

26

Retained earnings

7

75,546

SHAREHOLDERS' FUNDS

75,573

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

T West - Director

1.	STATUTORY INFORMATION

Ostara Europe (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts have been prepared on the going concern basis. The directors believe this is appropriate as they have received confirmation from the parent entity that it will provide adequate resources for the company to continue for a period in excess of 12 months and 1 day from the date of the signing of the audit report.

The audited consolidated accounts of the parent company, for the year ended 31 December 2024, contain the following disclosure in the basis of preparation note. As Ostara Europe (UK) Limited is reliant on the support of the group, this note is also relevant to these financial statements. The following note refers to 'the Company', which is the Canadian parent company. Amounts are stated in thousands of US Dollars.

"The ability of the Company to continue as a going concern is dependent on the continued support from its shareholders and potential lenders and on its ability to achieve profitable operations in the future.

In March and April 2025, the Company issued $6,461 of Convertible Secured Notes to existing shareholders. The existing shareholders will make available a third tranche of Convertible Secured Notes in the amount of $1,245 subject to the completion of certain conditions that have not yet been met. This amount has been deposited into a trust account. Management is of the opinion that these conditions will be met and that sufficient financial support will be obtained from the issuance of a third tranche of Convertible Secured Notes, as well as from continued support from existing shareholders and the Company's future cash flows to meet the Company's liabilities and commitments as they become payable.

These consolidated statements do not reflect adjustments to the carrying values of assets and liabilities, the reported revenue and expenses and the consolidated balance sheet classifications used that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material."

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover related to sale of nutrients and ops agreements are recognised on shipment of the goods, which is when the risks and rewards are transferred.

Turnover related to wastewater equipment projects is recognised on a percentage completion basis. The stage of completion is determined by reviewing the costs incurred to date as a proportion of the expected total costs for each project.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stock is measured on an average cost basis.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

The company's functional currency is EUR and the accounting records are maintained and presented in USD.

Assets and liabilities in foreign currencies are translated into USD at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated and recorded in USD at the rate of exchange ruling at the date of transaction.

Exchange differences are taken into account in arriving at the operating result.

Basic financial instruments

Basic Financial Instruments as covered by Section 11 of FRS 102 (Section 1A) are measured at amortised cost. The company does not have any Other Financial Instrument as covered by Section 12 of FRS 102 (Section 1A).

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

$

Trade debtors

76,996

534,673

Amounts owed by group undertakings

653,033

696,932

Other debtors

383,275

372,871

1,113,304

1,604,476

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

$

Trade creditors

39,392

59,870

Amounts owed to group undertakings

1,335,156

1,536,799

Taxation and social security

10,258

1,705

Other creditors & accruals

427,998

560,917

1,812,804

2,159,291

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

$

1

Ordinary

£1

1

7.

RESERVES

Retained

Other

earnings

reserves

Totals

$

At 1 January 2024

75,546

26

75,572

Profit for the year

-

At 31 December 2024

75,546

26

75,572

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Material uncertainty related to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

We draw attention to Note 2 in the financial statements, which states that the company has received a letter of support from the parent company and that the ability of the parent company to obtain additional financing to fund its future operations is uncertain. As noted in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report."

We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"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 a Report of the Auditors 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."

9.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

10.	PARENT COMPANY

The immediate parent undertaking is Ostara Nutrient Recovery Technologies Inc., a company incorporated in Canada, which owns 100% of Ostara Europe (UK) Limited as at 31 December 2024. Their registered address is 1001 N Warson Road, Suite 200, St Louis, MO, 63132, United States of America. Consolidated financial statements are available from their registered office.

11.	ULTIMATE PARENT COMPANY

The ultimate parent company is Wheatsheaf Group Limited, a company incorporated in the United Kingdom.