Company registered number
07293380
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Group Accounts
For the year ended 31 December 2023
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Group Accounts
Contents
Page
Strategic Report 1 to 2
Directors' Report 3 to 4
Independent Auditor's report 5 to 7
Group Profit and Loss Account 8
Group Statement of Comprehensive Income 9
Group and Company Balance Sheets 10
Group and Company Statements of Changes in Equity 11
Group Cash Flow Statement 12
Notes to the Accounts 13 to 21
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Strategic Report
for the year ended 31 December 2023
The directors present their strategic report for Imperial, Minerals and Chemicals Trading UK Ltd (the ‘Company’ or the 'Parent Company' or ‘Imperial UK’) and its subsidiaries (together the ‘Group’) for the year ended 31 December 2023.
Review of the business
The Company has two subsidiary companies: Soda World US LLC (the 'US subsidiary', formerly Mining Mineral and Commodity Trading LLC) and Soda World Europe GmbH (the 'German subsidiary', formerly Imperial Mining, Minerals and Chemicals GmbH).
The Group has two distinct lines of businesses both involving soda ash. The Parent Company and the German subsidiary act as compliance agents under chemicals regulations in the UK and the EU, respectively, for exports of ash soda by related companies from Turkey to those territories. The US subsidiary trades in soda ash itself, buying from related companies in Turkey through their sales agent in the UK and selling in the USA. Towards the end of 2023, the German subsidiary also began trading in soda ash.
In the following year, the German subsidiary was sold on 29 February 2024 and the US subsidiary was sold on 7 October 2024, leaving Imperial UK as a stand alone company.
Principal risks and uncertainties
The directors are responsible for the Group’s risk management and for reviewing its effectiveness. The following risks are managed by the Group’s management team:
Risk Description of risk Response to risk
Funding Any failure to forecast and work within the Group’s financial structure could impact liquidity and lead to an inability to deliver the business objectives. Any inability to access external funding, if necessary, may also pose a risk. The Group regularly reviews its cash flow, working capital and funding options, and aims to maintain a prudent approach to budgeting and planning to ensure sufficient working capital to meet commitments.
Political The Group sells products in the USA and the EU, and earns agency fees in the UK and the EU on supplies wholly originating from related entities in Turkey. The Group monitors developments in Turkey although these can be difficult to predict. The Group endeavours to maintain positive relationships with key stakeholders in all its territories.
Product price The Group is primarily reliant on sales revenue of soda ash in the USA. The decrease in soda ash prices could lead to loss of value and have an adverse effect on revenue, margins, profitability and cash flow. The Group continues to monitor its cost structure to ensure that it is aligned to onward sales. As the Group does not produce ash soda but operates a reseller model, it seeks to minimise the price fluctuation risks mainly by managing its purchases.
Foreign exchange fluctuation The Group’s business is dependent on related party suppliers operating with Turkish Lira (TRY) as their functional currency. The devaluation of TRY in recent years presents challanging conditions locally. The Group’s agency fees are receivable in EUR and the sales of soda ash are receivable in both EUR and USD with its cost of supply anchored in USD. Therefore, the Group expects to maintain a neutral exposure to developments in TRY.
Local laws and regulations The Group operates in the UK, the EU and the USA, requiring compliance with local laws and regulations in these jurisdictions. Non-compliance would impede the Group’s ability to continue to operate or cause fines and penalties and damage to the Group’s reputation or credit rating. Specific expertise is required to ensure compliance with local laws and regulations. The Group ensures this by consulting with external experts where there is ambiguity or new laws and regulations that need to be addressed. The Group is not directly exposed to laws and regulations in Turkey which remain the domain of its suppliers.
Development and performance
In 2023, the Parent Company maintained a turnover of £61,975 (2022: £62,517) but made a loss of £9,839 (2022: £8,052 profit). Going forward, it forecasts an increasing turnover for its compliance agent services and a return to a profitable trajectory.
The US subsidiary saw its turnover reduce to £1,444,194 (2022: £20,620,615) under competitive pressures in 2023 and made a loss of £2,396,903 (2022: £288,382 loss). It was in the process of recovering its volume of business in 2024 when it was sold on 7 October 2024.
The German subsidiary's new soda ash trading business which began towards the end of 2023 meant that its turnover, including its ongoing compliance agency services, reached £670,007 for the full year (2022: £47,018) and it made a profit of £138,712 (2022: £34,491). It was then sold early in the following year, on 29 February 2024.
2023 2022
Financial key performance indicators £ £
Turnover 2,176,177 20,730,150
Gross (loss)/profit (941,997) 1,142,105
Loss for the year (2,268,030) (245,839)
Net cash inflow/(outflow) from operating activities 462,293 (461,834)
Cash at bank 523,977 213,480
As in previous years, the Group’s performance and results are predominantly attributable to the US subsidiary, which profile will continue for 2024 until both the US subsidiary and the German subsidiary exit the Group, beyond which point Imperial UK will remain a stand alone company with a small agency business.
This strategic report was approved by the board on 27 February 2025 and signed on its behalf by:
Erdoğan Erdoğan
Director
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Directors' Report
for the year ended 31 December 2023
The directors present their report and the audited accounts for Imperial Mining, Minerals and Chemicals Trading UK Ltd (the ‘Company’ or the 'Parent Company' or ‘Imperial UK’) and its subsidiaries (together the 'Group') for the year ended 31 December 2023.
Principal activities
During the year the Group's principal activity continued to be the US subsidiary's wholesale soda ash trading in that country, while the UK Parent Company and the German subsidiary continued to act as compliance agents under the UK and EU chemicals regulations. Towards the end of 2023, the German subsidiary also began trading in soda ash.
Events after the reporting date
During the ensuing year ended 31 December 2024, the Company sold 100% of the share capital of its German subsidiary and 100% of the ownership interests of its US subsidiary.
Future developments
With both the US subsidiary and German subsidiary exiting the Group, Imperial UK returned to being a stand alone company with a small agency business from late 2024.
Dividends
No dividends were paid or are proposed for 2023.
Directors
The following persons served as directors of the Company during the year:
Mehmet Ali Erdoğan
Erdoğan Erdoğan
Directors' responsibilities
The directors are responsible for preparing the strategic report, the directors' report and the Group accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these accounts, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
prepare the accounts on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.
The directors are responsible for ensuring that the Group and the Company keep adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditors
Each person who was a director at the time this report was approved confirms that:
so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware; and
he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This report was approved by the board on 27 February 2025 and signed on its behalf by:
Erdoğan Erdoğan
Director
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Independent Auditor's Report
to the member of Imperial Mining, Minerals and Chemicals Trading UK Ltd
Opinion
We have audited the accounts of Imperial Mining, Minerals and Chemicals Trading UK Ltd (the 'Company') and its subsidiaries (together the 'Group') for the year ended 31 December 2023 which comprise the Group Profit and Loss Account, the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group and Company Statements of Changes in Equity, the Group Cash Flow Statement and Notes to the accounts, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the accounts:
give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis of opinion
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 accounts section of our report. We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the accounts 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.
Emphasis of matter
As discussed in Note 17 to the accounts, subsequent to the balance sheet date, the Company sold 100% of the share capital of its German subsidiary to Soda World Ltd, a related party, and sold 100% of the ownership interests of its US subsidiary to Ciner Enterprises, Inc., also a related party. Our opinion is not modified with respect to these matters.
Conclusions relating to going concern
In auditing the accounts, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the accounts 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 doubt on the Group's and the Company's ability to continue as a going concern for a period of at least twelve months from when the accounts are authorised for issue.
Our responsibilties and the responsibilties of the directors with respect to going concern are described in the relevant secions of this report.
Other information
The other information comprises the information included in the annual report other than the accounts and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the accounts 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 accounts 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 accounts 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 the audit:
the information given in the strategic report and directors’ report for the financial year for which the accounts are prepared is consistent with the accounts; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ 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:
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Company's accounts are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out within the directors' report, the directors are responsible for the preparation of the accounts and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of accounts that are free from material misstatement, whether due to fraud or error.
In preparing the accounts, the directors are responsible for assessing the Group and the 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 directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the accounts
Our objectives are to obtain reasonable assurance about whether the accounts 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 accounts.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is described below:
The Company comes within the audit requirement by reason of being part of a non-small group whereas it would have been exempt as an individually small company. In common with many other entities in the smaller spectrum, the Group and the Company currently operate simple accounting systems and controls which are inherently capable of override not least by the directors themselves. Therefore, in the absence of key controls relevant to our audit procedures, our audit approach primarily comprised of substantive tests of transactions and balances rather than compliance tests of systems and controls.
Whilst we expect this approach to be capable of detecting material irregularities, including fraud, the absence of a systematic control environment increases possibilities that some irregularities may escape detection. Irregularities that result from fraud may also be inherently more difficult to detect than irregularities that result from error.
Our work also includes a consideration of the legal and regulatory framework applicable to the entity and the sector in which it operates and whether there are any instances of non-compliance which may impact the accounts.
As part of our work, we discuss all our significant concerns or findings as to possible material misstatements with the directors with a view to corrective or preventative action. Such concerns or discoveries may not necessarily impact our audit report unless we judge that the truth and fairness of the accounts are affected, in which case we may modify our audit opinion in part or as a whole. Our opinion in our present report is not modified in these respects.
A further description of our responsibilities for the audit of the accounts is available on the Financial Reporting Council’s website at 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.
Tuğrul Kaban
Senior Statutory Auditor
for and on behalf of
Kaban & Company Ltd
Chartered Accountants and Statutory Auditors
Albany Chambers, 26 Bridge Road East, Welwyn Garden City, Hertfordshire, AL7 1HL
27 February 2025
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Group Profit and Loss Account
for the year ended 31 December 2023
Notes 2023 2022
£ £
Turnover 4 2,176,177 20,730,150
Cost of sales (3,118,174) (19,588,045)
Gross (loss)/profit (941,997) 1,142,105
Administrative expenses (1,276,365) (1,384,044)
Operating loss (2,218,362) (241,939)
Interest expense 6 - (12,789)
Loss before taxation 7 (2,218,362) (254,728)
Tax (charge)/relief on loss 8 (49,668) 8,889
Loss for the year (2,268,030) (245,839)
Loss attributable to:
Owners of the parent company (2,268,030) (245,839)
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Group Statement of Comprehensive Income
for the year ended 31 December 2023
2023 2022
£ £
Loss for the year (2,268,030) (245,839)
Other comprehensive (loss)/income
Currency translation differences arising on consolidation (151,796) 436,317
Total comprehensive (loss)/income for the year (2,419,826) 190,478
Total comprehensive (loss)/income attibutable to:
Owners of the parent company (2,419,826) 190,478
Imperial Mining, Minerals and Chemicals Trading UK Ltd Company registered number
Group and Company Balance Sheets 07293380
as at 31 December 2023
GROUP GROUP COMPANY COMPANY
Notes 2023 2022 2023 2022
£ £ £ £
Fixed assets
Tangible assets 9 45,152 57,678 - -
Investments in subsidiaries 10 - - 50,398 50,398
45,152 57,678 50,398 50,398
Current assets
Stocks 11 7,112,557 982,397 - -
Debtors 12 2,501,724 6,311,612 69,061 84,087
Cash at bank 523,977 213,480 35,643 13,380
10,138,258 7,507,489 104,704 97,467
Creditors: amounts falling due within one year 13 (8,642,826) (3,604,757) (168,097) (151,534)
Net current assets/(liabilities) 1,495,432 3,902,732 (63,393) (54,067)
Net assets/(liabilities) 1,540,584 3,960,410 (12,995) (3,669)
Capital and reserves
Share capital 14 100 100 100 100
Translation reserve 15 242,976 394,772 - -
Retained earnings 16 1,297,508 3,565,538 (13,095) (3,769)
Total equity of owners of the parent company 1,540,584 3,960,410 (12,995) (3,669)
The accounts were approved by the board on 27 February 2025 and signed on its behalf by:
Erdoğan Erdoğan
Director
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Group and Company Statements of Changes in Equity
for the year ended 31 December 2023
GROUP GROUP GROUP GROUP
Share Translation Retained Total
capital reserve earnings equity
GROUP
£ £ £ £
At 1 January 2022 100 (41,545) 3,811,377 3,769,932
Loss for the year - - (245,839) (245,839)
Currency translation differences on consolidation - 436,317 - 436,317
Other comprehensive income for the year - 436,317 - 436,317
Total comprehensive income for the year - 436,317 (245,839) 190,478
At 31 December 2022 100 394,772 3,565,538 3,960,410
At 1 January 2023 100 394,772 3,565,538 3,960,410
Loss for the year - - (2,268,030) (2,268,030)
Currency translation differences on consolidation - (151,796) - (151,796)
Other comprehensive loss for the year - (151,796) - (151,796)
Total comprehensive loss for the year - (151,796) (2,268,030) (2,419,826)
At 31 December 2023 100 242,976 1,297,508 1,540,584
COMPANY COMPANY COMPANY COMPANY
Share Translation Retained Total
capital reserve earnings equity
COMPANY
£ £ £ £
At 1 January 2022 100 - (11,821) (11,721)
Profit for the year - - 8,052 8,052
At 31 December 2022 100 - (3,769) (3,669)
At 1 January 2023 100 - (3,769) (3,669)
Loss for the year - - (9,326) (9,326)
At 31 December 2023 100 - (13,095) (12,995)
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Group Cash Flow Statement
for the year ended 31 December 2023
Notes 2023 2022
£ £
Cash flow from operating activities:
Operating loss, per the Group Profit and Loss Account (2,218,362) (241,939)
Adjustments for non-cash operating items:
Tangible assets depreciation 12,526 12,406
(Increase)/decrease in stocks (6,130,160) 1,834,832
Decrease/(increase) in trade and other debtors 3,809,888 (1,549,422)
Increase/(decrease) in trade and other creditors 5,528,583 (430,000)
Cash inflow/(outflow) from operating activities 1,002,475 (374,123)
Interest paid - (12,789)
Tax paid (540,182) (74,922)
Net cash inflow/(outflow) from operating activities 462,293 (461,834)
Cash flow from financing activities:
Decrease in bank loans - (1,731,345)
Currency translation differences arising on consolidation (151,796) 436,317
Net increase/(decrease) in cash balances 310,497 (1,756,862)
Net cash balances at the start of the year 213,480 1,970,342
Net cash balances at the end of the year 523,977 213,480
Net cash balances at the end of the year is made up of:
Cash at bank 523,977 213,480
Imperial Mining, Minerals and Chemicals Trading UK Ltd
Notes to the Accounts
for the year ended 31 December 2023
1 Company information
Imperial Mining, Minerals and Chemicals Trading UK Ltd (the 'Company' or the 'Parent Company' or 'Imperial UK') is a private company limited by shares, incorporated in England and registered at Unit 7, Kinetica, 13 Ramsgate Street, London, E8 2FD.
2 Accounting policies
2.1 Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.
2.2 Basis of consolidation
The accounts include the results and net assets of the Company and its subsidiaries (together the 'Group'). Intra-group transactions and balances are eliminated on consolidation. The Group Accounts are on the basis that the Group qualifies as a medium-sized Group.
2.3 Going concern
The Group made a loss in the year ended 31 December 2023, although the Group’s current assets still exceeded its current liabilities as at 31 December 2023.
During the ensuing year ended 31 December 2024, the Company sold 100% of the share capital of its German subsidiary and 100% of the ownership interests of its US subsidiary, as referred to in Note 17. Following these transactions, the Company became the sole remaining entity in the Group.
The Group reviewed its forecasts for the 3 years from 1 January 2024 to 31 December 2026, taking into consideration the availability of financial resources including loans from the ultimate beneficial owner as referred to in Note 20.
Based on that review, the directors consider that the Company, as the sole remaining entity of the Group, will continue to be able to meet its liabilities as they fall due for at least 12 months from the date of their approval of these Group Accounts. The directors also confirm that their plans for future actions required to enable the Company, and hence the Group, to continue as a going concern are feasible. Therefore, the directors consider that the going concern basis remains appropriate for preparing the Group's Accounts as at the reporting date.
2.4 Functional and presentation currency
The functional currency of each entity within the Group is that of the primary economic environment in which the entity operates. The presentation currency at Group level is Pound sterling ("£").
2.5 Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and the rendering of services. Turnover from the sale of goods is recognised at the point of sale. Turnover from the rendering of services is recognised on completion of the service.
2.6 Tangible assets
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset evenly over its expected useful life, as follows:
Equipment over 4 - 5 years
2.7 Investments in subsidiaries
Investments in subsidiaries are measured at cost less any accumulative impairment losses. Subsidiaries are consolidated for the duration that the Group has control. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights. The accounts of subsidiaries are prepared for the same reporting period as the Company and for the most part using consistent accounting policies. Where the accounting policies of the subsidiaries differ from those of the Company, they are aligned to the accounting policies of the Company for the purpose of the Group accounts.
2.8 Stocks
Stocks of goods held for resale are measured at the lower of cost and net realisable value, using the first-in-first-out method. Cost includes attributable costs of acquisition and sale. Provision is made for damaged, obsolete and slow-moving stock where appropriate. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.
2.9 Debtors
Short term debtors are measured at transaction price less any impairment losses for bad and doubtful debts. Longer term loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
2.10 Creditors
Short term creditors are measured at transaction price. Longer term loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
2.11 Taxation
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the accounts and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference. Current and deferred tax assets and liabilities are not discounted.
2.12 Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account unless the asset is carried at a revalued amount, in which case the impairment loss is a revaluation decrease.
2.13 Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are eliminated to the profit and loss account, except for translation differences on consolidation which are eliminated to the translation reserve.
2.14 Operating leases
Operating lease payments are recognised as an expense on a straight line basis over the lease term.
2.15 Key sources of estimation uncertainty, and significant judgments not involving estimation
The accounts preparation process of the US subsidiary and German subsidiary did not include a full count of stocks at 31 December 2023 but was based on management's tracking of stock movement and estimates of stock shrinkage. There were no other key assumptions concerning the future or key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. There were no other significant judgments, not involving estimation, made in the process of applying the Group's and the Company's accounting policies.
3 Company profit and loss account
The Company has taken the option provided in Section 408 of the Companies Act 2006 not to present its individual profit and loss account in addition to the Group profit and loss account that is presented.
GROUP GROUP
4 Turnover 2023 2022
£ £
Turnover analysis by activity and geographical area:
Soda ash sales in the USA 1,444,194 20,620,615
Soda ash sales in the UK and the EU 606,912 -
Representation fees in the UK and the EU 125,071 109,535
2,176,177 20,730,150
GROUP GROUP
5 Employees and directors 2023 2022
£ £
Directors' remuneration 102,825 202,393
Directors' benefits-in-kind 13,932 36,451
Staff salaries 186,769 200,506
Staff benefits-in-kind - 2,554
Staff pensions contributions - 2,449
Employer social security costs 47,977 26,441
351,503 470,794
Number of persons employed:
Management and administration 4 3
Amounts attributable to the highest paid director 110,359 232,445
GROUP GROUP
6 Interest expense 2023 2022
£ £
Interest on bank loan - 12,789
GROUP GROUP
7 Loss before taxation 2023 2022
£ £
Loss before taxation is stated after charging:
Depreciation of tangible assets 12,526 12,406
Operating lease rentals 536,756 547,458
Auditor's remuneration - Parent Company 44,821 36,199
Auditor's remuneration - subsidiaries 92,789 74,979
Exchange differences 1,596 644
GROUP GROUP
8 Tax 2023 2022
£ £
Tax on profit
Current tax:
UK corporation tax - -
Non-UK tax 49,668 21,502
Total current tax 49,668 21,502
Deferred tax:
Non-UK reversal of temporary timing differences - (30,391)
Tax charge/(relief) on loss 49,668 (8,889)
Reconciliation of current tax charge
Loss before tax (2,218,362) (254,728)
Tax which would be due at 23.52% (2022: 19%) UK standard rate (521,759) (48,398)
Difference with actual tax is due to effects of:
Tax not arising on loss-making group companies 571,082 56,764
Relief against losses brought forward - (6,887)
Additional tax allowances available (216) (39)
Expenses not deductible for tax purposes 941 444
Prior year tax calculations adjustments - 20,014
Tax rate differential of non-UK jurisdictions (380) (396)
Total current tax 49,668 21,502
In May 2021, as a result of the 2021 Budget, it was enacted that the corporation tax rate on company profits above £250,000 was to rise from 19% to 25% in April 2023. On 6 March 2024, the Spring Budget 2024 maintained the main corporation tax rate at 25% up to the financial year ending 31 March 2026.
GROUP COMPANY
9 Tangible assets 2023 2023
£ £
Cost
At 1 January 2023 92,900 949
At 31 December 2023 92,900 949
Depreciation
At 1 January 2023 35,222 949
Charge for the year 12,526 -
At 31 December 2023 47,748 949
Net book value
At 31 December 2023 45,152 -
At 31 December 2022 57,678 -
COMPANY
10 Investments in subsidiaries 2023
£
Cost
At 1 January 2023 50,398
At 31 December 2023 50,398
Capital and Profit/(loss)
As at 31 December 2023 the Company holds 100% of reserves for the year
the ordinary share capital of the following companies: £ £
Soda World US LLC (formerly Mining Mineral Commodity Trading LLC) 1,437,516 (2,421,311)
Soda World Europe GmbH (formerly Imperial Mining, Minerals and
Chemicals GmbH)
166,975 212,788
The registered address of Soda World US LLC is 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901, USA, and that of Soda World Europe GmbH is Konigsallee 2b, 40212 Dusseldorf, Germany.
GROUP GROUP COMPANY COMPANY
11 Stocks 2023 2022 2023 2022
£ £ £ £
Soda ash held for resale 7,112,557 982,397 - -
GROUP GROUP COMPANY COMPANY
12 Debtors 2023 2022 2023 2022
£ £ £ £
Trade debtors 1,197,292 6,208,429 - -
Amounts owed by group undertakings - - 15,491 15,839
Other debtors 967,722 4,401 22,371 4,401
Prepayments and accrued income 336,710 98,782 31,199 63,847
2,501,724 6,311,612 69,061 84,087
GROUP GROUP COMPANY COMPANY
13 Creditors: amounts falling due within one year 2023 2022 2023 2022
£ £ £ £
Trade creditors 7,890,981 2,876,088 - -
Taxation and social security 69,349 559,863 639 -
Other creditors 288,154 81,019 87,716 80,917
Accruals and deferred income 394,342 87,787 79,742 70,617
8,642,826 3,604,757 168,097 151,534
GROUP GROUP COMPANY COMPANY
14 Share capital 2023 2022 2023 2022
£ £ £ £
Allotted, called up and fully paid:
100 Ordinary shares of £1 each 100 100 100 100
GROUP GROUP COMPANY COMPANY
15 Translation reserve 2023 2022 2023 2022
£ £ £ £
At 1 January 2023 394,772 (41,545) - -
Currency differences arising on consolidation (151,796) 436,317 - -
At 31 December 2023 242,976 394,772 - -
GROUP GROUP COMPANY COMPANY
16 Retained earnings 2023 2022 2023 2022
£ £ £ £
At 1 January 2023 3,565,538 3,811,377 (3,769) (11,821)
(Loss)/profit for the year (2,268,030) (245,839) (9,326) 8,052
At 31 December 2023 1,297,508 3,565,538 (13,095) (3,769)
17 Events after the reporting date
On 29 February 2024, the Company sold 100% of the share capital of its German subsidiary to Soda World Ltd, a related party, for €20,000. On 23 May 2024, the German subsidiary changed its name from Imperial Mining, Minerals and Chemicals GmbH to Soda World Europe GmbH.

On 7 October 2024, the Company sold 100% of the ownership interests of its US subsidiary to Ciner Enterprises, Inc., a related party, for $94,320. On 18 October 2024, the US subsidiary changed its name from Mining Mineral Commodity Trading LLC to Soda World US LLC.
18 Financial commitments
During the year the US subsidiary entered into a new marine services purchase agreement which commits it to minimum annual expenditure of approximately $2 million for 5 years.
GROUP GROUP COMPANY COMPANY
19 Commitments under leases 2023 2022 2023 2022
£ £ £ £
Total future minimum payments under non-cancellable operating leases falling due: -
Not later than one year 576,214 426,728 - -
Later than one year and not later than five years 1,568,997 1,661,267 - -
Later than five years - 415,317 - -
2,145,211 2,503,312 - -
GROUP GROUP COMPANY COMPANY
20 Related parties 2023 2022 2023 2022
£ £ £ £
The Group and the Company had the following transactions during the year and outstanding balances at the end of the year with related parties. All related party transactions were carried out under normal market conditions. Outstanding debtor and creditor balances are interest-free and unsecured.
Transactions with entities outside the Group but under the control of the same ultimate beneficial owner:
Turnover 125,070 109,534 61,975 62,517
Cost of sales 7,839,622 12,566,233 - -
Administrative expenses 516,115 503,580 - -
Balances with entities outside the Group but under the control of the same ultimate beneficial owner:
Trade debtors 46,798 61,362 - -
Other debtors 784,498 - - -
Accrued income 31,199 95,770 31,199 63,847
Trade creditors 7,824,936 2,531,400 - -
Other creditors 44,313 44,313 44,313 44,313
Balances with the immediate controlling party:
Other debtors 22,371 2,481 22,371 2,481
Balances with the ultimate beneficial owner:
Other creditors 33,829 33,829 33,829 33,829
Balances with key management personnel:
Other creditors 1,600 2,774 1,600 2,774
The balance due to the ultimate beneficial owner is repayable on demand, although confirmations have been received that repayment will not be sought whilst the Company and Group may continue to need it.
21 Controlling party
The Company is a wholly owned subsidiary of Mining, Minerals and Chemicals Ltd (the 'immediate controlling party'), registered at Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands. The ultimate beneficial owner is Mr Turgay Ciner.
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