Company registration number 14721399 (England and Wales)
OSPREY RENEWABLES AFRICA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
OSPREY RENEWABLES AFRICA LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
OSPREY RENEWABLES AFRICA LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
$
$
$
$
Fixed assets
Investments
7
711
711
Current assets
Debtors
8
92,734,972
80,983,757
Cash at bank and in hand
3,012,676
2,440,981
95,747,648
83,424,738
Creditors: amounts falling due within one year
9
(1,869,589)
(15,435,079)
Net current assets
93,878,059
67,989,659
Total assets less current liabilities
93,878,770
67,990,370
Creditors: amounts falling due after more than one year
10
(95,735,719)
(76,802,411)
Net liabilities
(1,856,949)
(8,812,041)
Capital and reserves
Called up share capital
11
11,367,342
1
Profit and loss reserves
(13,224,291)
(8,812,042)
Total equity
(1,856,949)
(8,812,041)

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 10 September 2026 and are signed on its behalf by:
Eihorere Wesigye
Director
Company registration number 14721399 (England and Wales)
OSPREY RENEWABLES AFRICA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 1 January 2024
1
(259,076)
(259,075)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(8,552,966)
(8,552,966)
Balance at 31 December 2024
1
(8,812,042)
(8,812,041)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(4,412,249)
(4,412,249)
Issue of share capital
11
11,367,341
-
11,367,341
Balance at 31 December 2025
11,367,342
(13,224,291)
(1,856,949)
OSPREY RENEWABLES AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Osprey Renewables Africa 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
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.

1.2
Going concern

The company made a net loss of USD true4,412,249 (2024: USD 8,552,966) in the year, has shareholders' fund deficit of USD 1,8562,949 (2024: 8,812,041). Subsequently, the shareholders of the Company have agreed to retain adequate cash generated from dividends received from subsidiary, and after retaining necessary funds

for operations of the Company, to be utilised for the repayment of the loan.

 

The company meets its day to day working capital requirements through funding from dividends from its subsidiary (Osprey Turkana Investment Limited). 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 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.

 

1.3
Turnover
Other 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.

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
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.

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

Finance costs

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

1.9

Comparative

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

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.

3
Employees

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

2025
2024
Number
Number
Total
4
5
OSPREY RENEWABLES AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Restructuring cost
2025
2024
$
$
Restructuring cost
-
699,141

 

5
Gain on disposal of fixed asset investments
2025
2024
$
$
Gain on disposal of fixed asset investments
-
0
2,660,480

 

6
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 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

 

The investment in Osprey Renewables East Africa Limited amounts to $710 (2024: $710).

The investment in Osprey Turkana Investments Limited amounts to $1 (2024: $1).

7
Fixed asset investments
2025
2024
$
$
Shares in group undertakings and participating interests
711
711
8
Debtors
2025
2024
Amounts falling due within one year:
$
$
Other debtors
28,246
15,424
OSPREY RENEWABLES AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Debtors
(Continued)
- 7 -
2025
2024
Amounts falling due after more than one year:
$
$
Amounts owed by group undertakings
92,706,726
80,968,333
Total debtors
92,734,972
80,983,757
9
Creditors: amounts falling due within one year
2025
2024
$
$
Trade creditors
-
0
10,158
Amounts owed to group undertakings
1,633,520
14,774,823
Other creditors
236,069
650,098
1,869,589
15,435,079
10
Creditors: amounts falling due after more than one year
2025
2024
$
$
Amounts owed to group undertakings
95,735,719
76,802,411

The long-term loans from ultimate parent company are unsecured. The weighted average effective interest rate at the reporting date was 12%. Subsequently, the maturity of the loan is extended to 2030.

11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of USD 0.13 each (2024 : USD 0.01)
86,622,644
100
11,367,342
1
12
Parent company

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

OSPREY RENEWABLES AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
13
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 is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Kunal Bharadva
Statutory Auditor:
KLSA LLP
Date of audit report:
14 September 2026
14
Related party transactions
Transactions with related parties

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

Name of related party
Nature of relationship
Gemcorp Fund 1
Ultimate parent
Osprey Renewables East Africa Limited
Subsidiary
Osprey Turkana Investment Limited
Subsidiary
Description of
Income
Payments
transaction
2025
2024
2025
2024
$
$
$
$
Gemcorp Fund 1
Interest expense
-
0
-
0
12,172,164
11,457,332
Osprey Renewables East Africa Limited
Management fees
-
0
-
0
1,430,652
918,754
Osprey Turkana Investment Limited
Interest income
10,735,603
10,106,546
-
0
-
0

Management fees amounting to $1,430,652 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:

OSPREY RENEWABLES AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Related party transactions
(Continued)
- 9 -
Amounts owed by
Amounts owed to
related parties
related parties
2025
2024
2025
2024
$
$
$
$
Gemcorp Fund 1
-
0
-
0
97,145,639
91,519,832
Osprey Renewables East Africa Limited
-
0
-
0
223,600
57,403
Osprey Renewables Topco Limited
502,891
500,001
-
0
-
0
Osprey Turkana Investment Limited
92,203,837
80,468,332
-
0
-
0
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