Ciner Glass Property Ltd - Accounts

Company registered number:

12398210

Ciner Glass Property Ltd

Report and Financial Statements

For the year ended 31 December 2022

Ciner Glass Property Ltd
Report and Financial Statements
Contents
Page
Directors' Report	1	to	2
Independent Auditor's Report	3	to	5
Statement of Comprehensive Income			6
Statement of Financial Position			7
Statement of Changes in Equity			8
Statement of Cash Flows			9
Notes to the Financial Statements	10	to	13

Ciner Glass Property Ltd							Company registered number:
Directors' Report							12398210
The directors present their report and financial statements of the Company for the year ended 31 December 2022.
Principal activities
The principal activity of the Company during the year was that of setting up a plant for glass products manufacturing operations.
Directors
The following persons served as directors during the year:
	İkbal Didem Ciner
	Mehmet Ali Erdoğan
	Cüneyt Başaran (appointed following the end of the year, on 16 June 2023)
Directors' responsibilities

The directors are responsible for preparing the report and financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, 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 financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of 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 or she is aware, there is no relevant audit information of which the Company's auditor is unaware; and
●	he or she has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Small company provisions
This report has been prepared in accordance with the provisions in Part 15 of the Companies Act 2006 relating to small companies.
This report was approved by the board on 18 July 2023 and signed on its behalf.
Mehmet Ali Erdoğan
Director

Ciner Glass Property Ltd

Independent Auditor's Report

to the member of Ciner Glass Property Ltd

Opinion

We have audited the financial statements of Ciner Glass Property Ltd (the 'Company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the 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 UK-adopted international accounting standards.

In our opinion the financial statements:

●	give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its loss for the year then ended;

●	have been properly prepared in accordance with UK-adopted international accounting standards; and

●	have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for 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 financial statements section of our report. We are independent of the 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 directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises all of the information in the annual report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information. 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.
In connection with our audit of the financial statements, 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 the audit:
●	the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
●	the financial statements 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; or
●	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Directors' Report.

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 financial statements 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing 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 company or to cease operations, or have 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.

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 detailed below:

Although an exemption was available for the current year, the Company elected to maintain a full audit history in anticipation of coming within this requirement in future years. In common with other entities in the smaller spectrum, the Company currently operates 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 in this case 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 financial statements.

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 financial statements 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 financial statements 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.

Rosa 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.

18 July 2023

Ciner Glass Property Ltd
Statement of Comprehensive Income
for the year ended 31 December 2022
Notes						2022		2021
£							£
Continuing operations
Revenue						-		-
Administrative expenses						(2,391,230)		(2,087,914)
Loss before taxation				3		(2,391,230)		(2,087,914)
Tax on loss						-		-
Total comprehensive loss for the year						(2,391,230)		(2,087,914)
The loss for the year is the same as the total comprehensive loss for the year.

Ciner Glass Property Ltd							Company registered number:
Statement of Financial Position							12398210
as at 31 December 2022
Notes				2022			2021
£					£
Non-current assets
Asset under construction	5			642,810			549,135
Current assets
Trade and other receivables	6			30,738			371,386
Cash and cash equivalents	7			78,389			911
				109,127			372,297
Current liabilities
Trade and other payables	8			(149,230)			(1,562,841)
Borrowings	9			(3,908,455)			(273,109)
				(4,057,685)			(1,835,950)
Net current liabilities				(3,948,558)			(1,463,653)
Net liabilities				(3,305,748)			(914,518)
Equity
Share capital	10			2,467,246			2,467,246
Accumulated losses	11			(5,772,994)			(3,381,764)
Total equity				(3,305,748)			(914,518)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
These financial statements were approved by the board on 18 July 2023 and signed on its behalf.
Mehmet Ali Erdoğan
Director

Ciner Glass Property Ltd
Statement of Changes in Equity
for the year ended 31 December 2022
Share			Accumulated		Total
capital			losses		equity
£			£		£
At 1 January 2021		100		(1,293,850)		(1,293,750)
Total comprehensive loss for the year		-		(2,087,914)		(2,087,914)
Shares issued		2,467,146		-		2,467,146
At 31 December 2021		2,467,246		(3,381,764)		(914,518)
At 1 January 2022		2,467,246		(3,381,764)		(914,518)
Total comprehensive loss for the year		-		(2,391,230)		(2,391,230)
At 31 December 2022		2,467,246		(5,772,994)		(3,305,748)

Ciner Glass Property Ltd
Statement of Cash Flows
for the year ended 31 December 2022
Notes			2022		2021
£				£
Operating activities
Total comprehensive loss for the year			(2,391,230)		(2,087,914)
Adjustments for non-cash items:
Decrease/(increase) in trade and other receivables			340,648		(124,910)
(Decrease)/increase in trade and other payables			(1,413,611)		1,152,920
Cash used in operating activities			(3,464,193)		(1,059,904)
Investing activities
Payments to acquire property and equipment			(93,675)		(549,135)
Cash used in investing activities			(93,675)		(549,135)
Financing activities
Proceeds from the issue of shares			-		2,467,146
Increase in loans from the parent company			3,634,267		(857,931)
Increase in loans from other group companies			1,079		792
Cash generated by financing activities			3,635,346		1,610,007
Net cash generated
Cash used in operating activities			(3,464,193)		(1,059,904)
Cash used in investing activities			(93,675)		(549,135)
Cash generated by financing activities			3,635,346		1,610,007
Net cash generated			77,478		968
Cash and cash equivalents at 1 January			911		(57)
Cash and cash equivalents at 31 December			78,389		911
Cash and cash equivalents comprise:
Bank balances	7		78,389		911

Ciner Glass Property Ltd
Notes to the Financial Statements
for the year ended 31 December 2022
1	Company information
	Ciner Glass Property Ltd (the 'Company') is a private company limited by shares and incorporated in England. The Company's registered office address and principal place of business is 2nf Floor, 23 College Hill, London, EC4R 2RP.
2	Summary of significant accounting policies
	2.1 Basis of preparation
	The financial statements are prepared under the historical cost convention and in accordance with the UK-adopted international accounting standards and those sections of the Companies Act 2006 applicable to companies reporting under the UK-adopted international accounting standards.
	2.2 Going concern
	The financial statements have been prepared on the going concern basis although the Company's current liabilities exceeded its current assets at the reporting date and at the date of the directors' approval of these financial statements. Based on the Company's review of its forecasts for the period to 30 April 2025 and the availability of financial resources, including the related party loan referred to in Note 12, the directors consider that the Company 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 financial statements and therefore the going concern basis remains the appropriate basis for preparing the Company's financial statements.
	2.3 Asset under construction
	Asset under construction is stated at accumulative cost without depreciation. Upon completion the Company expects to reclassify it as property and plant, subject to an appropriate depreciation policy.
	2.4 Financial assets
	Short term receivables are measured at transaction price less any impairment losses for bad and doubtful debts. 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.
	2.5 Financial liabilities
	Short term payables 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.
	2.6 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 financial statements 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.
	2.7 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 statement of comprehensive income unless the asset is carried at a revalued amount, in which case the impairment loss is a revaluation decrease.
	2.8 Foreign currency translation
	The company's functional and presentation currency is Pound sterling ('£'). 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 maintained at the rate ruling at the date of the transaction. All exchange and translation differences are taken to the statement of comprehensive income.
	2.9 Significant judgements in applying accounting policies
	There were no significant judgements, not involving estimation, made in the process of applying the Company’s accounting policies.
	2.10 Key sources of estimation uncertainty
	The financial statements preparation process involved making routine and non-complex estimates, such as expense accruals. There were no key assumptions concerning the future or key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
3	Loss before taxation					2022		2021
£							£
	This is stated after:
	Net foreign exchange losses/(gains)					847		(5,578)
4	Staff costs					2022		2021
£							£
	Staff costs comprise:
	Wages and salaries					382,858		301,469
						2022		2021
Number							Number
	Average number of persons employed including directors					4		4
	There was no directors' renuneration for the year (and none for the previous year).
5	Asset under construction
£
	Cost
	At 1 January 2022							549,135
	Additions							93,675
	At 31 December 2022							642,810
	Depreciation
	At 31 December 2022							-
	Carrying amount
	At 31 December 2022							642,810
	At 31 December 2021							549,135
6	Trade and other receivables					2022		2021
£							£
	Other receivables					30,738		371,386
7	Cash and cash equivalents					2022		2021
£							£
	Bank balances					78,389		911
8	Trade and other payables					2022		2021
£							£
	Trade payables					140,731		1,556,090
	Accruals					8,499		6,751
						149,230		1,562,841
9	Borrowings					2022		2021
£							£
	Current, unsecured, stated at amortised cost:
	Loans from the parent company					3,906,584		272,317
	Loans from other group companies					1,871		792
						3,908,455		273,109
10	Share capital	Nominal		2022		2022		2021
value			Number		£		£
	Authorised, issued and fully paid:
	Ordinary shares	£1 each		2,467,246		2,467,246		2,467,246
11	Accumulated losses					2022		2021
£							£
	At 1 January					(3,381,764)		(1,293,850)
	Loss for the year					(2,391,230)		(2,087,914)
	At 31 December					(5,772,994)		(3,381,764)
12	Related party matters
	The borrowings in Note 9 include interest-free and unsecured loans from the parent company of £3,906,584 (2021: £272,317). Although these loans are repayable on demand, confirmations have been received that repayment will not be sought whilst the Company may continue to need them.
13	Controlling party
	The immediate parent company is Ciner Glass Ltd, registered at 2nd Floor, 23 College Hill, London, EC4R 2RP. The ultimate parent company is TC Memo Holdings Ltd, registered at Fort Anne, South Quay, Douglas, IM1 5PD, Isle of Man.The ultimate controlling party is Mr Turgay Ciner.