REGISTERED NUMBER: |
Report of the Directors and |
Audited Financial Statements for the Period 9 December 2022 to 31 December 2023 |
for |
Mkango Serviceco UK Limited |
REGISTERED NUMBER: |
Report of the Directors and |
Audited Financial Statements for the Period 9 December 2022 to 31 December 2023 |
for |
Mkango Serviceco UK Limited |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Contents of the Financial Statements |
for the Period 9 December 2022 to 31 December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Statement of Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
Mkango Serviceco UK Limited |
Company Information |
for the Period 9 December 2022 to 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
55 Baker Street |
London |
W1U 7EU |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Report of the Directors |
for the Period 9 December 2022 to 31 December 2023 |
The directors present their report with the financial statements of the company for the period 9 December 2022 to 31 December 2023. |
INCORPORATION |
The company was incorporated on 9 December 2022 and commenced trading on the same date. |
DIRECTORS |
The directors who have held office during the period from 9 December 2022 to the date of this report are as follows: |
Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
GOING CONCERN |
These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Company will be able to continue in operation for the foreseeable future being a period of at least 12 months from the date of signing these financial statements and will be able to realise its assets and discharge its liabilities in the normal course of operations. |
Mkango ServiceCo UK Limited ("Company") forms part of the Mkango Resources Limited Group ("Group") and is reliant on funding received from Mkango Resources Limited, the wider Group, to continue as a going concern. |
The Group is dependent on raising funds through either equity investment or an alternative financing structure, which is not guaranteed. Therefore the Group consolidated financial statements included a material uncertainty related to going concern which may have a direct impact on the Group's ability to provide required financial support to the Company and as a result this indicates that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. |
The Directors consider that the funding will be forthcoming and therefore the going concern basis of preparation is deemed appropriate. |
The financial statements do not include adjustments that would result if the Company was unable to continue as a going concern. |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Report of the Directors |
for the Period 9 December 2022 to 31 December 2023 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 accounting 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director 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 auditors are aware of that information. |
AUDITORS |
The auditors, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Mkango Serviceco UK Limited |
Opinion |
We have audited the financial statements of Mkango Serviceco UK Limited (the 'company') for the period ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the period 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 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Independence |
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. |
Material uncertainty related to going concern |
We draw attention to Note 2 to the financial statements, which indicates that the company is reliant on the wider Group for financial support. The Group consolidated financial statements included a material uncertainty related to going concern which may have a direct impact on the Group's ability to provide required financial support to the Company. As stated in Note 2, these events and conditions, along with other matters set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
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. |
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. |
Report of the Independent Auditors to the Members of |
Mkango Serviceco UK Limited |
Other information |
The Directors are responsible for the other information. The other information comprises the information included in the Report of the directors and financial statements, other than the financial statements and our auditor's report thereon. 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. |
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. |
Other Companies Act 2006 reporting |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
In our opinion, based on the work undertaken in the course of the audit: |
- the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
- the Directors' report has 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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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 Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors Responsibilities, 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. |
Report of the Independent Auditors to the Members of |
Mkango Serviceco UK Limited |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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: |
Non-compliance with laws and regulations |
Based on: |
- Our understanding of the Company and the industry in which it operates; |
- Discussion with management and those charged with governance; and |
- Obtaining an understanding of the Company's policies and procedures regarding compliance with laws and regulations; |
we considered the significant laws and regulations to be the United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, UK tax legislation, and the Companies Act 2006. |
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation and UK anti-money laundering and counter terrorist financing legislation. |
Our procedures in respect of the above included: |
- Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations; |
- Review of financial statement disclosures agreeing to supporting documentation; and |
- Review of legal expenditure accounts to understand the nature of expenditure incurred. |
Fraud |
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: |
- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; |
- Obtaining an understanding of the Company's policies and procedures relating to: |
- Detecting and responding to the risks of fraud; and |
- Internal controls established to mitigate risks related to fraud. |
- Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; |
- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; |
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and |
Report of the Independent Auditors to the Members of |
Mkango Serviceco UK Limited |
- Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these. |
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls. |
Our procedures in respect of the above included: |
- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and |
- Assessing significant estimates made by management for bias. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
55 Baker Street |
London |
W1U 7EU |
BDO LLP is a limited liability partnership registered in England and Wales (with |
registered number OC305127). |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Statement of Comprehensive Income |
for the Period 9 December 2022 to 31 December 2023 |
Notes | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS and |
LOSS BEFORE TAXATION | ( | ) |
Tax on loss | 4 |
LOSS FOR THE FINANCIAL PERIOD | ( | ) |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | ( | ) |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Balance Sheet |
31 December 2023 |
Notes | £ |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( | ) |
CAPITAL AND RESERVES |
Called up share capital | 7 |
Retained earnings | 8 | ( | ) |
SHAREHOLDERS' FUNDS | ( | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Statement of Changes in Equity |
for the Period 9 December 2022 to 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( | ) | ( | ) |
Balance at 31 December 2023 | ( | ) | ( | ) |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Notes to the Financial Statements |
for the Period 9 December 2022 to 31 December 2023 |
1. | STATUTORY INFORMATION |
Mkango Serviceco UK Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Preparation of consolidated financial statements |
The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements.The company is consolidated in the financial statements of its parent, Mkango Resources Ltd, which may be obtained from https://www.mkango.ca/investors/financials/. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Significant judgements and estimates |
There were no key sources of estimation uncertainties or critical judgements made by the directors in the process of applying the company's accounting policies with significant effect on the amounts recognised in the financial statements. |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Notes to the Financial Statements - continued |
for the Period 9 December 2022 to 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Going concern |
These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Company will be able to continue in operation for the foreseeable future being a period of at least 12 months from the date of signing these financial statements and will be able to realise its assets and discharge its liabilities in the normal course of operations. |
Mkango ServiceCo UK Limited ("Company") forms part of the Mkango Resources Limited Group ("Group") and is reliant on funding received from Mkango Resources Limited, the wider Group, to continue as a going concern. |
The Group is dependent on raising funds through either equity investment or an alternative financing structure, which is not guaranteed. Therefore the Group consolidated financial statements included a material uncertainty related to going concern which may have a direct impact on the Group's ability to provide required financial support to the Company and as a result this indicates that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. |
The Directors consider that the funding will be forthcoming and therefore the going concern basis of preparation is deemed appropriate. |
The financial statements do not include adjustments that would result if the Company was unable to continue as a going concern. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Notes to the Financial Statements - continued |
for the Period 9 December 2022 to 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Cash and cash equivalents |
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. |
Receivables |
Receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. |
Receivables are recognised initially al the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. |
Payables |
Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. |
Payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. |
3. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries |
Social security costs |
The average number of employees during the period was as follows: |
Directors | 2 |
Other employees | 3 |
Remuneration totalling £275,000 was paid to the directors during the year. |
4. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period. |
Mkango Serviceco UK Limited (Registered number: 14532715) |
Notes to the Financial Statements - continued |
for the Period 9 December 2022 to 31 December 2023 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
VAT |
Prepayments and accrued income |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Other creditors |
Accruals and deferred income |
Amounts owed to group undertakings are payable on demand and are unsecured. |
7. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | £1 | 1,000 |
1,000 Ordinary shares of £1 were issued during the period |
8. | RESERVES |
Retained |
earnings |
£ |
Deficit for the period | ( | ) |
At 31 December 2023 | ( | ) |
9. | ULTIMATE CONTROLLING PARTY |
Mkango Resources Limited, a company registered in Canada owns 100% of the shares. |