Company registration number 08956179 (England and Wales)
KOZA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
KOZA LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
KOZA LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
7,033
8,270
Investments
5
30,391,402
32,302,671
30,398,435
32,310,941
Current assets
Debtors
7
3,144,619
2,297,161
Cash at bank and in hand
323,561
326,703
3,468,180
2,623,864
Creditors: amounts falling due within one year
8
(157,233)
(394,988)
Net current assets
3,310,947
2,228,876
Net assets
33,709,382
34,539,817
Capital and reserves
Called up share capital
9
60,000,001
60,000,001
Profit and loss reserves
(26,290,619)
(25,460,184)
Total equity
33,709,382
34,539,817
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved and signed by the director and authorised for issue on 23 September 2024
Mr H Ipek
Director
Company registration number 08956179 (England and Wales)
KOZA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
60,000,001
(22,475,212)
37,524,789
Year ended 31 December 2022:
Loss and total comprehensive income
-
(2,984,972)
(2,984,972)
Balance at 31 December 2022
60,000,001
(25,460,184)
34,539,817
Year ended 31 December 2023:
Loss and total comprehensive income
-
(830,435)
(830,435)
Balance at 31 December 2023
60,000,001
(26,290,619)
33,709,382
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Koza Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Bolton Street, London, W1J 8BA.
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 functional currency of the company is in US Dollar. The financial statements are prepared in sterling. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, revaluation of certain financial instruments at fair value. 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 is financed by equity and internally generated funds.
In accordance with his responsibilities, the director has considered the appropriateness of the going concern basis for the preparation of the financial statements. For this basis the director has reviewed the financial and cash flow projections for the next 12 months from the date of the approval of the financial statements.
In addition, the director isn't 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.
On the basis of this, the director has a reasonable expectation that the company will 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.
These financial statements are prepared on the going concern basis.
1.3
Exploration expenditure
Research, development, exploration and evaluation costs are expensed in the year in which they are incurred until they result in projects that the company:
- evaluates as being technically and commercially feasible
- has sufficient resources to complete development
- can demonstrate will generate future economic benefits
Once these criteria are met, all directly attributable development costs and ongoing mineral exploration and evaluation costs are capitalised.
1.4
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.
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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:
Fixtures, fittings & equipment
25% straight line on cost
1.5
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.
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.
1.6
Impairment of fixed assets
At each reporting period end date, the company 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.
1.7
Cash and cash equivalents
Cash at bank and in hand 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.
1.8
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.
Fair value measurement of financial instruments
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
1.9
Equity instruments
Equity instruments issued by the company 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 company.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling 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.
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful lives of property, plant and equipment
Management reviews the useful lives, depreciation methods and residual values of the items of property, plant and equipment on a regular basis. During the financial year, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of property, plant and equipment are disclosed in note 4.
Debtor recoverability
The directors review loans receivable on an annual basis. In determining whether receivables are impaired, the directors make judgement as to whether there is any evidence indicating that there is a measurable decrease in the estimate future cash flows expected.
3
Employees
The average monthly number of persons employed by the company during the year was:
2023
2022
Number
Number
Total
2
2
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 January 2023
52,920
Additions
1,124
At 31 December 2023
54,044
Depreciation and impairment
At 1 January 2023
44,650
Depreciation charged in the year
2,361
At 31 December 2023
47,011
Carrying amount
At 31 December 2023
7,033
At 31 December 2022
8,270
Fixtures, fittings and equipment includes premises improvement.
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
21,032,939
21,032,939
Other investments other than loans
9,358,463
11,269,732
30,391,402
32,302,671
Fixed asset investments revalued
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Other investments other than loans represent listed investments via funds which have been measured at market value.
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in subsidiaries and associates
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2023
21,032,939
11,269,732
32,302,671
Valuation changes
-
979,436
979,436
Forex movement
-
3,789
3,789
Withdrawals
-
(2,894,494)
(2,894,494)
At 31 December 2023
21,032,939
9,358,463
30,391,402
Carrying amount
At 31 December 2023
21,032,939
9,358,463
30,391,402
At 31 December 2022
21,032,939
11,269,732
32,302,671
6
Associates
Details of the company's associates at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Great American Minerals Exploration, Inc
United States of America
Ordinary
23.00
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings and undertakings in which the company has a participating interest
2,973,849
2,075,668
Other debtors
170,770
221,493
3,144,619
2,297,161
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
116,836
209,967
Amounts owed to group undertakings
10,558
10,558
Taxation and social security
339
20,186
Other creditors
29,500
154,277
157,233
394,988
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
60,000,001
60,000,001
60,000,001
60,000,001
10
Non-distributable profits reserve
2023
2022
£
£
At the beginning of the year
(1,045,022)
260,578
Non distributable profits in the year
1,594,490
(1,305,600)
At the end of the year
549,468
(1,045,022)
The above non-distributable profits are included within profit and loss reserves.
11
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.
Emphasis of matter - uncertain outcome of a lawsuit
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 14 to the financial statements concerning the uncertain outcome of certain legal proceedings. The Company had made an application to the European Court of Human Rights and this application is still pending judicial determination. The ultimate outcome of the matter cannot presently be determined, and no provision for any liability that may result has been made in the financial statements.
Senior Statutory Auditor:
Ketan Shah
Statutory Auditor:
KLSA LLP
Date of audit report:
24 September 2024
KOZA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
12
Related party transactions
Transactions with related parties
Consultancy fees amounting to £175,000 (2022: £270,000) was paid during the year to a company under common control and director.
At the year end date the amounts due from group undertakings amounted to £2,973,849 (2022: £2,075,668).
At the year end date the amounts due to group undertakings amounted to £10,558 (2022: £10,558).
13
Parent company
Koza Altin Isletmeleri A.Ş, a company incorporated in Turkey, holds 100% of the company's issued share capital, except for 2 A Ordinary shares. According to İpek Doğal Enerji Kaynakları Araştırma ve Üretim A.Ş's audited group financial statements for the year ended 31 December 2019, in which Koza Altin Isletmeleri A.Ş are included, the entity in Turkey has lost control over Koza Ltd as a result of on-going legal cases detailed in the note below. Therefore Koza Ltd is not included in the consolidated financial statements mentioned above.
The ultimate parent company of Koza Ltd is Ipek Investment Limited, a company incorporated in England & Wales.
14
Outstanding legal matters
In October 2015, a Turkish Court purportedly appointed Trustees to act in place of the existing boards of 22 Turkish companies in the Koza Group. The companies subject to the purported appointment therefore included Koza Altin Isletmeleri AS (the 'Parent Company' of Koza Ltd) but not Koza Ltd in the UK (the 'Company'). In July 2016, the Trustees of the Parent Company took steps to attempt to replace the board of the Company in the UK. Legal proceedings were brought in the UK by the Company against these Trustees and the Parent Company to stop these actions and to challenge their legal validity (the 'English Proceedings'). The English Proceedings are still ongoing.
In January 2017, the Trustees of the Parent Company obtained Turkish Court rulings that Article 26 of Company’s articles of association and accordingly the A shares in the Company be cancelled and that the preliminary injunction over £60 million be continued. These rulings were the subject of an appeal by the Company at the Turkish Court of Appeal and then, the Turkish Court of Cassation which were both dismissed. Having exhausted ordinary remedies, the Company applied to the Turkish Constitutional Court which rejected the application in June 2020. The Company then applied to the European Court of Human Rights and this application is still pending judicial determination.
There is no further update on the legal matters as at the date of approving these financial statements.
2023-12-312023-01-01false24 September 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedMr H Ipekfalsefalse089561792023-01-012023-12-31089561792023-12-31089561792022-12-3108956179core:OtherPropertyPlantEquipment2023-12-3108956179core:OtherPropertyPlantEquipment2022-12-3108956179core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3108956179core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3108956179core:CurrentFinancialInstruments2023-12-3108956179core:CurrentFinancialInstruments2022-12-3108956179core:ShareCapital2023-12-3108956179core:ShareCapital2022-12-3108956179core:RetainedEarningsAccumulatedLosses2023-12-3108956179core:RetainedEarningsAccumulatedLosses2022-12-3108956179core:ShareCapital2021-12-3108956179core:RetainedEarningsAccumulatedLosses2021-12-3108956179bus:Director12023-01-012023-12-3108956179core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31089561792022-01-012022-12-3108956179core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3108956179core:FurnitureFittings2023-01-012023-12-3108956179core:OtherPropertyPlantEquipment2022-12-3108956179core:OtherPropertyPlantEquipment2023-01-012023-12-3108956179core:Non-currentFinancialInstruments2023-12-3108956179core:Non-currentFinancialInstruments2022-12-3108956179core:WithinOneYear2023-12-3108956179core:WithinOneYear2022-12-3108956179bus:PrivateLimitedCompanyLtd2023-01-012023-12-3108956179bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3108956179bus:FRS1022023-01-012023-12-3108956179bus:Audited2023-01-012023-12-3108956179bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP