REGISTERED NUMBER: 14532715 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

MKANGO SERVICECO UK LIMITED

Page

Statement of financial position

1

Notes to the financial statements

2

to

7

FIXED ASSETS

Tangible assets

5

66,857

2,393

CURRENT ASSETS

Debtors

6

554,112

251,155

Cash at bank

28,437

1,341

582,549

252,496

CREDITORS

Amounts falling due within one year

7

(2,385,300

)

(1,300,397

)

NET CURRENT LIABILITIES

(1,802,751

)

(1,047,901

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,735,894

)

(1,045,508

)

CREDITORS

Amounts falling due after more than one year

8

(52,603

)

-

NET LIABILITIES

(1,788,497

)

(1,045,508

)

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

9

(1,789,497

)

(1,046,508

)

SHAREHOLDERS' FUNDS

(1,788,497

)

(1,045,508

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of income and retained earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 16 July 2026 and were signed on its behalf by:

W D Dawes - Director

1.	STATUTORY INFORMATION

Mkango Serviceco Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

14532715

Registered office:

6th Floor 100 Liverpool Street

London

United Kingdom

EC2M 2AT

The presentation currency of the financial statements is the Pound Sterling (£).

The principal activities of the company is that of holding payroll function for the UK entities.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 estimates and judgements

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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Right of use asset - straight line over the life of the lease

Computer equipment - 33% straight line

During the year the company has adopted the new lease provisions of FRS102 early, they have recognised a right of use asset on the balance sheet and subsequent lease liability within creditors falling, due in less than one year and more than one year. Depreciation and interest on the right of use asset is recognised as an expense within the financial statements.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Going concern

The financial statements of the Company have been prepared on a going concern basis. The Company has incurred recurring losses during the financial year and, as at 31 December 2025, its liabilities exceeded its assets by £1,788,497. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

The Company is, however, a subsidiary of Mkango Resources Limited (the "Parent"). The Parent has confirmed its continuing financial support and has undertaken to provide such funding as is necessary to enable the Company to meet its obligations as they fall due for a period of not less than twelve months from the date of approval of these financial statements.

Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 3 ) .

4.	AUDITORS' REMUNERATION

31.12.25

31.12.24

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

11,575

5,250

5.	TANGIBLE FIXED ASSETS

Right of

Computer

use asset

equipment

Totals

£

£

£

Cost

At 1 January 2025

-

2,896

2,896

Additions

68,503

391

68,894

At 31 December 2025

68,503

3,287

71,790

Depreciation

At 1 January 2025

-

503

503

Charge for year

3,425

1,005

4,430

At 31 December 2025

3,425

1,508

4,933

Net book value

At 31 December 2025

65,078

1,779

66,857

At 31 December 2024

-

2,393

2,393

Fixed assets, included in the above, which are held under finance leases are as follows:

Right of

use asset

£

Cost

Additions

68,503

At 31 December 2025

68,503

Depreciation

Charge for year

3,425

At 31 December 2025

3,425

Net book value

At 31 December 2025

65,078

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

540,560

250,774

Other debtors

13,552

381

554,112

251,155

Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Finance leases

12,782

-

Trade creditors

7,235

362

Amounts owed to group undertakings

2,301,135

1,039,007

Taxation and social security

8,129

27,353

Other creditors

56,019

233,675

2,385,300

1,300,397

Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Finance leases

52,603

-

9.

RESERVES

Retained

earnings

£

At 1 January 2025

(1,046,508

)

Deficit for the year

(742,989

)

At 31 December 2025

(1,789,497

)

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Helen Tidyman (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

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 statement, we have concluded that the Directors use of the going concern basis of accounting in the preparation of financial statements is appropriate.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant section of this report.

11.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024:

31.12.25

31.12.24

£

£

A M Lemon

Balance outstanding at start of year

-

-

Amounts advanced

(8,246

)

-

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(8,246

)

-

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption from the disclosures according to FRS102 Section 1AC35 regarding the transactions between fellow group companies, where the subsidiary party to the transaction is wholly owned by such a member.

During the year the company undertook transactions with the following companies who were not wholly owned :

Mkango Rare Earths Uk Ltd - Amounts owed to related party at 1/1/25 £80,755, Recharged to related party (£58,212), Amounts owed to related party at 31/12/25 £22,543.

HyProMag Ltd -Amounts owed by related party at 1/1/25 £239,410, Recharged to related party £232,848, Amounts owed by related party at 31/12/25 £472,258.

Maginito - Amounts owed by related party at 1/1/25 and 31/12/25 £11,364.

13.	POST BALANCE SHEET EVENTS

There were no material events up to the date of approval of the financial statements by the Board.

14.	ULTIMATE CONTROLLING PARTY

Mkango Resources Limited, a company registered in Canada owns 100% of the shares.