| REGISTERED NUMBER: |
| Strategic Report, Report of the Director and |
| Financial Statements for the Year Ended 31 December 2025 |
| for |
| CGNM UK Ltd. |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Director and |
| Financial Statements for the Year Ended 31 December 2025 |
| for |
| CGNM UK Ltd. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Director | 6 |
| Statement of Director's Responsibilities | 8 |
| Report of the Independent Auditors | 9 |
| Statement of Comprehensive Income | 12 |
| Balance Sheet | 13 |
| Statement of Changes in Equity | 14 |
| Notes to the Financial Statements | 15 |
| CGNM UK Ltd. |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountants |
| and Statutory Auditors |
| 9 St Clare Street |
| London |
| EC3N 1LQ |
| CGNM UK Ltd. (Registered number: 09657831) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| The director presents his strategic report for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| The company's principal activity is the trading of natural uranium. |
| In 2025 the company has made a profit, this was a result of trading income and receiving a dividend from investment in the associate Ortalyk LLP of $73,211,000 (2024: $56,780,000). |
| During the year under review the company focused on the procurement of natural uranium from its suppliers and entered into contracts for the purchase and sale of uranium. |
| The director considers the company's return on its investment indicates that it was a successful strategy decision. |
| During the year 2025 the company purchased a total of 1,296 tonnes with a value of $249 million (2024: 1,294 tonnes with a value of $272 million) from its two major suppliers: 413 tonnes from Semizbay with a value of $77 million (2024: 466 tonnes with a value of $98 million) and 883 tonnes from Ortalyk with a value of $172 million (2024: 828 tonnes with a value of $174 million) under the terms of the company's participating interest that company is committed to purchase 49% of total annual production from Ortalyk. |
| The company intends to maintain its existing business by continuing to supply uranium to its parent company and the investment in the associate company provide wider range of supply to meet the increasing demand of natural uranium by its parent company. |
| The company ensures timely delivery of uranium in accordance with contractual agreements, maintaining a reliable and efficient supply chain. By consistently meeting delivery schedules and fulfilling its customer - the parent company's demand, the company upholds strong business relationships and reinforces trust. Additionally, as part of a larger corporate structure, it aligns with its customer - the parent company's expectations and operational requirements, ensuring seamless transactions and continued satisfaction. |
| Key Financial Indicators |
| The company's key financial indicators during the year were as follows: |
| 31.12.2025 | 31.12.2024 | % change |
| $'000 | $'000 | increase/(decrease) |
| Turnover | 250,062 | 272,066 | (8%) |
| Profit before tax | 64,291 | 42,429 | 52% |
| Total shareholder's funds | 274,564 | 217,594 | 26% |
| Gross assets | 536,264 | 489,735 | 10% |
| In the year turnover decreased by 8% mainly due to the decrease in uranium price. Profit before tax increased due to dividends of $73 million (2024: $57 million) received from the associate which led to the increase in the shareholder's funds. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Market risk |
| Market risk in uranium trading is influenced by a complex interplay of factors related to supply, demand, regulations, geopolitics, and technological advancements. The principal risk facing the business is the natural uranium industry and its supplier's output which might not be able to fulfil to meet the demand of customer. Management has implemented risk management strategies to mitigate potential losses. |
| Price risk |
| The price risk can arise from various factors, including imbalances between supply and demand, fluctuations in mineral prices driven by market perceptions of scarcity, currency fluctuations, changes in regulatory or environmental standards, and political conflicts such as the war between Russia and Ukraine. In 2025, the uranium spot price increased gradually from US$69 per lb at the beginning of the year to US$81 per lb at year end. Although this reflects a positive upward trend, the average price for the year remained slightly lower than that of the year ended 31 December 2024. |
| Interest rate risk |
| The company’s director is cognizant that its profitability is subject to fluctuations in both supply and interest rates. In order to mitigate these risks, the company proactively monitors the international market. To further diversify its risk, the company secured a 49% stake in an associate company, providing an additional source of supply. Moreover, in FY 2022, the company obtained a long-term loan with a fixed interest rate from CGNPC Huasheng Investment Limited, a fellow investment company within the CGN group. The loan, which was originally due in November 2025, was repaid on time. Subsequently, the company entered into a new loan agreement of US$125 million, with a maturity date of November 2028. |
| Liquidity risk |
| The risk of liquidity is not being able to quickly buy and sell without affecting its price. In uranium trading sector, the liquidity risk can be caused by market conditions and vitality, counterparty risk and regulatory changes, economic changes etc. The business sources natural uranium by purchasing directly from mining company and its associated committed to supply yearly, and sales to its parent company to stabilise its buying and selling to mitigate the liquidity risk. |
| Cash flow risk |
| The business actively manages its cash flow with the assistance of the group's treasury department, seeking to effectively manage working capital, furthermore the company has stable dividends income from its investment in its associate which minimise exposure to cashflow risk. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| SECTION 172(1) STATEMENT |
| Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole but having regard to a range of factors set out in section 172(1)(A) - (F) in the Companies Act 2006. The director considers, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole in the decisions taken during the year ended 31 December 2025. The director acknowledges that every decision it makes will not necessarily result in a positive outcome for all the company's stakeholders. In considering the company's purpose, vision and values, together with its strategic priorities and having a process in place for decision-making the director does, however, aim to make sure that its decisions are consistent and reasonable. |
| S172(1)(A) The likely consequence of any decision in the long term |
| The director understands the business and the environment in which the company operates, including the challenges of navigating through the energy industry. The company's purpose is to work towards and continue to be a top trading entity in the global uranium market with a wide outreach to counterparties globally. As the world further decarbonized and nuclear plays an increasingly important role in the world, The director recognises the need for a sustainable and diversified supply source of uranium should be paramount. the director has taken the decisions they believe best support the company's long term strategic vision. |
| S172(1)(B) The interests of the company's employees |
| For caring for employees, the company considers its employees as the most valued asset. Therefore, the company strives to provide its employees with a positive, safe, healthy and fulfilling workplace to ensure the overall development and happiness of its employees, including provide the extensive training and development opportunities for employees to improve their skills and knowledge as well as to promote their career development. We respect the labour rights and human rights of all employees, maintain high ethical standards, and promote an inclusive culture within the company. We continue to organise "caring for employee" activities regularly, and setup opinion channels for employees. |
| S172(1)(C) The need to foster the company's business relationships with suppliers, customers and others |
| The director notes that achieving our strategy depends on strong mutually beneficial relationships with suppliers, customers and others. The company actively seeks these mutually beneficial arrangements when entering into any new relationships. The company also accepts feedback from current relationships and actively promotes the process of improving these relationships. |
| S172(1)(D) The impact of the company's operations on the community and the environment |
| The company believes that this is extremely important and relevant with the industry that the company operates. The company has been committed to becoming a world-class natural uranium trader with the mission of "Providing Safe, Affordable and Reliable Products for international uranium market" since establishment. The company's approach is structured around focus areas through regularly engaging with a broad range of stakeholders including clients, suppliers, investors, analysts, governments, and the wider community. |
| S172(1)(E) The desirability of the company maintaining a reputation for high standards of business conduct |
| The company's culture drives that way we do business, and our expectations of our staff including code of practice are outlined in the employee's handbook. The company periodically reviews and approves the codes of practice in place in the company to ensure that its high standards are maintained both within the company and the business relationships we maintain. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| SECTION 172 (1) STATEMENT (CONTINUED) |
| S172(1)(F) The need to act fairly as between members of the company |
| The delivery of sustainable long-term value requires the allocation of capital and resources in a way that identifies and addresses stakeholders' needs fairly. After weighing up all factors surrounding the decision and by taking into account the company's overall vision and goals, the company aims to make sure that the decisions it makes are dependable and predictable and are most likely to benefit the company as a whole. |
| ON BEHALF OF THE BOARD: |
| CGNM UK Ltd. (Registered number: 09657831) |
| Report of the Director |
| for the Year Ended 31 December 2025 |
| The director presents his report with the financial statements of the company for the year ended 31 December 2025. |
| The profit for the year after taxation, amounted to $56,970,000 (2024: $25,493,000). |
| There were no donations in the current year nor prior year. |
| DIVIDENDS |
| No dividends were paid for the year ended 31 December 2025 (2024: Nil). |
| FUTURE DEVELOPMENTS |
| The company will continue to provide sales to other companies within the group as and when required. |
| DIRECTORS |
| The directors who have held office during the period from 1 January 2025 to the date of this report are as follows: |
| GOING CONCERN |
| The financial statements are prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. |
| The director has reviewed cash flow forecasts for a period of not less than 12 months from the date of approval of these financial statement. Based on their discussions with the relevant shareholders, the director has a reasonable expectation that: |
| - the shareholder will continue to provide such financial support as will be necessary to enable the company to meet its liabilities as they fall due for the foreseeable future and have therefore concluded that it is appropriate to prepare these financial statements on a going concern basis; |
| - company has obtained a revolving loan from its parent company CGN Mining Company Limited to support the company's operation; |
| - its intermediate parent company has also provided a non-legally binding letter of support to the company to meet its liabilities as they fall due for the foreseeable future, this will support the company continues operating; and |
| - company has received dividend income from the associated company. |
| ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
| Suppliers |
| CGNM UK's suppliers are based overseas, throughout the year the Board is briefed on the renegotiations of commercial contracts and strategy in relation to key suppliers. The Board seeks to balance the benefits of maintaining strong partnering relationships with key suppliers alongside the need to obtain value for money for our investors and the desired quality and service levels for our customer. |
| Customers |
| CGNM UK's sole customer is its parent company, the Board actively communicates with its customer to maintain a good relationship with its parent company as well is seeking other opportunities to explore external customers. The interests of its customer is considered in key decisions e.g. relating to: sales price and on time delivery, and agreement on actual result of quantity of uranium delivery to ensure both parties are satisfied. |
| Associate |
| CGNM UK's strategic decision on investing in the associate Ortalyk proves to be successful, and its continuous operating profit enable the company to distribute the dividend to its shareholders. |
| Regulators |
| CGNM UK operates its business strictly to comply with local law and regulations as well as comply with Chinese state holding company law. |
| CGNM UK manages its tax affairs responsibly and proactively to comply with tax legislation during the year to ensure that tax affair is dealt in a timely and professional manner, the Board seeks to resolve disputed matters through active and transparent engagement. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Report of the Director |
| for the Year Ended 31 December 2025 |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The Company is in scope for Streamlined Energy and Carbon Reporting (SECR) and also qualifies for ESOS. However, the Company falls under the category of a low energy user whose Total Energy Consumption (TEC) is at a domestic level of 40,000 kWh/year or less. Therefore, the Company is exempt from producing a fully compliant energy audit or achieving an alternative route to compliance. In practice, the Company promotes measures such as reducing waste and recycling, using LED lighting, encouraging use of public transport/cycling to reduce carbon footprints. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the director is 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 he has taken all the steps that he ought to have taken as 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, Shinewing Wilson Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| CGNM UK Ltd. (Registered number: 09657831) |
| Statement of Director's Responsibilities |
| for the Year Ended 31 December 2025 |
| The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
| Report of the Independent Auditors to the Members of |
| CGNM UK Ltd. |
| Opinion |
| We have audited the financial statements of CGNM UK Ltd. (the 'company') for the year ended 31 December 2025 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 2025 and of its profit 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 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 Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Director and the Statement of Director's Responsibilities, but does not include the financial statements and our Report of the Auditors 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. |
| 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 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| CGNM UK Ltd. |
| 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 Strategic Report or the Report of the Director. |
| 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 director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page eight, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| CGNM UK Ltd. |
| 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: |
| Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
| The following laws and regulations were identified as being of significance to the entity: |
| - Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, distributable profits legislation. |
| - There are laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements, such as Sanctions Regulations 2019. |
| Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. |
| No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
| 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 |
| Chartered Certified Accountants |
| and Statutory Auditors |
| 9 St Clare Street |
| London |
| EC3N 1LQ |
| CGNM UK Ltd. (Registered number: 09657831) |
| Statement of Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | $'000 | $'000 | $'000 | $'000 |
| TURNOVER | 4 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| OPERATING LOSS | 7 | ( |
) | ( |
) |
| Income from participating interests |
| Interest receivable and similar income |
| 75,113 | 57,828 |
| 74,457 | 57,114 |
| Interest payable and similar expenses | 8 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 9 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| CGNM UK Ltd. (Registered number: 09657831) |
| Balance Sheet |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | $'000 | $'000 | $'000 | $'000 |
| FIXED ASSETS |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Retained earnings |
| The financial statements were approved by the director and authorised for issue on |
| CGNM UK Ltd. (Registered number: 09657831) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| $'000 | $'000 | $'000 |
| Balance at 1 January 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| CGNM UK Ltd. is a |
| The company's functional and presentation currency is US$. |
| Monetary amounts included in these financial statements are rounded to the nearest thousand $. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The director has prepared the financial statements on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. The director has reviewed the cash flow forecasts for a period of not less than 12 months from the date of the approval of these financial statements. The company has obtained the financial support from its parent company furthermore the company has loan from the group undertakings which repayment is not demanded until the company has the sufficient cash to do so. Based on the cash flow forecasts and analysis, the company has sufficient headroom on its credit facilities in place to fund the working capital requirements in the going concern period and have therefore concluded that it is appropriate to prepare these financial statements on a going concern basis. |
| Comparative figures |
| Certain comparative figures have been restated where necessary to conform with current period presentation. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions 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; |
| • | the requirements of paragraphs 33.1A. |
| The Company's parent undertaking, CGN Mining Company Limited includes the Company in its consolidated financial statements. The consolidated financial statements of CGN Mining Company Limited which listed on Hong Kong stock exchange (1164.HK) are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS) and are available to the public and may be obtained from http://www.cgnmc.com/en_cgnmc/index.shtml. |
| Turnover |
| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and that the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding value added tax and other sales taxes. |
| Sale of natural uranium |
| The Company’s revenue is derived from the sale of uranium and is recognised at a point in time when the customer obtains control of the natural uranium. Control is considered to be transferred when the goods are delivered to and accepted by the customer. Accordingly, revenue is recognised upon customer acceptance of the natural uranium. There is generally only one performance obligation in these transactions. |
| Principal and agent |
| The Company acts as a principal rather than an agent, as it participates in the negotiation of contracts and the evaluation of sales prices. Furthermore, the Company bears the inventory risk prior to the delivery of the goods to the buyer. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| The company adds to the carrying amount of an item of fixed assets the cost of. replacing part of such an Item When that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method. The estimated useful lives range as follows: |
| Computer equipment 5 years |
| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
| Investments in associates |
| Investment in associate undertakings are recognised at cost less accumulated impairment losses. |
| Dividend Income |
| Dividend income is recognised when the right to receive payment is established. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial assets, which include trade and other receivables and cash and bank balances, including cash held by group treasury company, 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest. |
| 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 trade and other payables and loans from group undertakings, 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. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest method. |
| Share capital |
| Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. |
| The company's ordinary shares are classified as equity instruments. |
| Taxation |
| Taxation for the year 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 year 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. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| 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. |
| Finance cost |
| Finance costs are charged to the income statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In applying the company's accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amount of the assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence at the time when the decisions are made, and based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects both current and future periods. |
| The critical accounting judgements that the director has made in the process of applying the company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. |
| Impairment on investment in associate |
| The company records its investment in associate by using cost method, the company has performed an impairment assessment to determine the value-in-use of the respective CGUs. This process requires estimating future cash flows based on management’s view of future business prospects and applying appropriate growth rates and discount rates to the cash flow projections. As a result no impairment necessary for the fair value of the associate company for the financial year ended 31 December 2025 nor 2024, see Note 11. |
| 4. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Sales of uranium | 250,062 | 272,066 |
| An analysis of turnover by geographical market is given below: |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Asia | 250,062 | 272,066 |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | EMPLOYEES AND DIRECTORS |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.12.25 | 31.12.24 |
| Administration |
| 6. | DIRECTORS' EMOLUMENTS |
| The directors do not receive remuneration directly from the company; instead, the cost is recharged through its fellow company, $20,179 (2024: $24,215) was included in the management fees. |
| 7. | OPERATING LOSS |
| The operating loss is stated after charging: |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Depreciation - owned assets |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| Foreign exchange differences |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Other interest |
| Loan interest |
| Other interest for year 2024 was interest on the late payment withholding tax on dividends, loan interest of $10,166,000 (2024:$11,874,000) was interest charge related to the loans detailed in Note 14, included in 2024 loan interest $646,000 (2025: nil) was interest charged on the short term loan from the intermediate parent company China Uranium Development Company Limited. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Current tax: |
| Withholding tax | 7,321 | 16,936 |
| Tax on profit |
| UK corporation tax has been charged at 25% . |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Deferred tax not recognised | 1,989 | 3,047 |
| Foreign tax on dividend income | 7,321 | 16,936 |
| Total tax charge | 7,321 | 16,936 |
| There has been no change to corporation tax rates for the year ended 31 December 2025. The withholding tax on dividend income is charged at 10% (2024: 15%). |
| The company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2024. As part of a global group, the company considered no additional tax under the UK Multinational Top-up Tax applies. |
| The entity applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Section 29 issued in July 2023. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 10. | TANGIBLE FIXED ASSETS |
| Computer |
| equipment |
| $'000 |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 11. | FIXED ASSET INVESTMENTS |
| Interest |
| in |
| associate |
| $'000 |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| In July 2021, the company purchased 49% of the shares of Ortalyk LLP, with Joint Stock Company "National Atomic Company "Kazatomprom" holding 51% shares, for $435,071,000. Dividend of approximately $73,211,000 from Ortalyk has been received during the year ended 31 December 2025 (2024: $56,780,000). |
| The current value of the company's investment in the associate was as follows: |
| 2025 | 2024 |
| $'000 | $'000 |
| At 1 January | 435,071 | 435,071 |
| Share of profit | 79,536 | 100,180 |
| Dividends received | (73,211 | ) | (56,780 | ) |
| At 31 December | 441,396 | 478,471 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Trade debtors -group undertakings |
| VAT |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
| Amounts owed by group undertakings are unsecured, interest free and have credit terms ranging from 30 to 90 days. |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Other loans (see note 14) |
| Trade creditors - group undertakings |
| Amounts owed to group undertakings |
| Other creditors |
| Accrued expenses |
| Amounts owed to group undertakings and trade creditors owed to group undertaking are unsecured and repayable on demand. |
| 14. | LOANS |
| An analysis of the maturity of loans is given below: |
| 31.12.25 | 31.12.24 |
| $'000 | $'000 |
| Amounts falling due within one year or on demand: |
| Other loans |
| During the year ended 31 December 2025, the loans from an immediate holding company and a related party amounted to approximately $37,000,000 and $125,000,000 respectively (2024: $37,000,000 and $180,000,000), accrued interest of $922,000 (2024:$987,000) was included in the amount owed to group undertaking in Note 13. Interest of $10,166,000 (2024: $11,874,000) was charged in the profit or loss accounts.. Please refer to Note 8 for details on interest expenses. |
| 15. | CALLED UP SHARE CAPITAL |
| Number | 2025 | 2024 |
| Allotted, called up and fully paid | $ | $ |
| Ordinary shares- £1 nominal value (equivalent to US$1.573) |
100,000 |
157 |
157 |
| Ordinary shares-$1 nominal value | 130,521,354 | 130,522 | 130,522 |
| 130,621,354 | 130,679 | 130,679 |
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. |
| CGNM UK Ltd. (Registered number: 09657831) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 16. | RELATED PARTY DISCLOSURES |
| During the year, the company purchased uranium from a related party at arm’s length, amounting to $76,995,000 (2024: $98,026,000). The outstanding balance due to the related party as at 31 December 2025 was $38,750,000 (2024: $2,391,000). |
| In November 2022, the Company entered into a non-revolving credit facility with a related party for an aggregate amount of up to US$180 million. During the year ended 31 December 2025, the Company fully repaid the outstanding principal and accrued interest in November 2025. In the same month, the Company entered into a new facility agreement of US$125 million, which is repayable in November 2028 with on demand clause. Interest expense of US$8,276,000 (2024: US$8,762,000) was recognised in profit or loss during the year. Interest payable as at 31 December 2025 amounted to US$854,000 (2024: US$911,000) and is included within creditors falling due within one year. |
| During the year, the Company received dividend income from its associate amounting to $73,211,000 (2024: $56,780,000) and recognised tax on the dividend income of $7,321,000 (2024: $16,936,000). In addition, interest income of US$797,000 was recognised in respect of the late payment of dividends (2024: nil). Uranium purchases from the associate totalled $172,492,000 (2024: $173,703,000). As at 31 December 2025, the outstanding balance payable to the associate was $59,686,000 (2024: $49,925,000). |
| Transactions with the intermediate parent company during the year related to employees seconded on behalf of CGNM UK Ltd, with an incurred cost of $12,000 (2024: $625,000). The balance due to the intermediate parent company as of 31 December 2025 was $15,000 (2024: $624,000). Additionally, the company paid $15,000 (2024: $71,000) to the intermediate parent company for trading services. |
| 17. | ULTIMATE CONTROLLING PARTY |
| The immediate parent undertaking and the smallest group into which these financial statements are consolidated is CGN Mining Company Limited, a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange. CGN Mining Company Limited is, in turn, a 56.29% owned subsidiary of China Uranium Development Company Limited. The financial statements of CGN Mining Company Limited are publicly available at http://www.cgnmc.com/en_cgnmc/index.shtml |
| . |
| The ultimate parent undertaking is China General Nuclear Power Corporation, the registered address of the ultimate parent company is 18/F, South Tower, CGN Building, No. 2002 Shennan Road, Shenzhen, Guangdong Province, China. |