The directors present the Strategic Report of Nucleus Commercial Holdings Limited for the year ended 31 March 2024. In preparing this Strategic Report, the Directors have complied with section 414C of the Companies Act 2006.
Nucleus Commercial Holdings Limited is the Holding Company for the Nucleus Group of companies, a leading commercial finance provider to the UK SME market offering fast decisioning on commercial loans via our award winning technology platform and underwriting system with the personal touch of our dedicated sales and operations team.
Following a period of strategic review the company offers two key products.
Nucleus Business Loans – cash flow loans over a short, medium or long term period.
Revenue Based Loans – Merchant Cash Loans.
General Business Overview
Two new senior funding lines were completed during the financial year, the first, a £50m senior facility for short and medium term NBL loans was followed by a £200m senior facility in the third quarter for short, medium and long term loans.
The addition of these new funding lines enables us to continue to offer loans at competitive prices to UK SME’s in the medium and longer term.
The Group expects to see significant growth in loan origination over the next 12-18 months with direct benefits of increased take on fees and servicing fees leading to higher cash generation and bottomline profitability.
Principal Risk and Uncertainties
Liquidity
The ability to secure sufficient debt facilities at reasonable rates which allows us to be competitive in the market is a key risk faced by the Group. Over the course of the last year we have closed new facilities of £250m which provides access to sufficient funding for the short and medium term to achieve our goals.
We continue to work with a number of partners and expect further debt facilities to be in place which again will allow us to remain competitive in the market and to grow further over the coming years.
The liquidity of the Group so that it can meet its liabilities as and when they fall due is key to the ongoing business. The Group has sufficient reserves for the ongoing trading of the business and liquidity will continue to improve with ongoing higher originations driving higher origination fees and servicing revenue.
Loan Book Performance
A principal risk is the performance of the various portfolios across the Group and that borrowers default by not making their contractual payments. The Group looks to minimize these risks at the outset with stringent underwriting and credit assessment before funds are advanced along with ongoing monitoring on both a loan and portfolio level through various KPI’s.
Interest Rate Increases
The Group has a number of debt facilities with lenders, some of which are fixed interest rates and some of which are marked against SONIA. An increase in SONIA would have a direct impact on the cost of funding of the Group and impact cashflow. The Group mitigates this risk by ensuring that interest rates charged to clients can be adjusted where appropriate and can absorb any increase in the base level of interest.
Key Performance Indicators - Results
A summary of the Key Performance Indicators is included below:
| FY24 | FY23 |
| £m | £m |
Total Income | 41.0 | 38.7 |
|
|
|
Operating Profit | 10.0 | 17.2 |
|
|
|
Exceptional Items / Disposals | 0.0 | 15.1 |
|
|
|
Loss / Gain for the Financial Year | (7.1) | 11.1 |
|
|
|
Total Loan Facilities | 250.3 | 279.6 |
|
|
|
Loan Origination | 50.0 | 61.5 |
The start of FY24 saw lower than originally forecast originations as we looked to finalise a new senior line, which was completed in the third quarter of FY24. Completion of the new funding line has seen both origination, deal volume and average size of deal increase on an ongoing basis and is forecast to continue to do so on an upward curve for the foreseeable future.
Overall total loan facilities have decreased during the year as loan origination have been below the amortization rate of the current two largest portfolios, RLS and CBILS, coupled with our exit of lending in both the ABL and Secured Lending market.
We expect FY25 to see a significant uplift in loan originations and a year on year growth in the overall portfolio through our main Nucleus Business Loan product and our Revenue Based Loan offering as we work towards sourcing a new senior funding facility.
Income for the financial year was £41.0m against £38.7m the previous year, due lower originations at the beginning of the year and reduced servicing fees on a smaller portfolio.
Whilst lower originations and a smaller loan portfolio have directly impacted income we have continued to invest significantly in our in house bespoke IT infrastructure, our people and new products such as Pulse.IO, our financial analysis software to assist UK SMEs.
Operating profit has fallen from £17.2in FY23 to £10.0m in FY24 whilst the Group made a net loss for the year of £7.1m.
Financing
The Group continues to seek new funding lines with new lenders who fit with our ethos and commitment to provide competitive funding options to our clients.
FY24 saw us close two senior facility for a total of £250m and we are currently in negotiations on two further facilities totalling £100m that will allow us greater scope to achieve higher originations across all of our product range at more competitive pricing than ever before.
We continue to benefit from the support of our existing lenders and new facilities were provided whilst others were extended or increased.
Section 172 Statement
The directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members, and in doing so have regard, amongst other matters. While the board accepts that not every decision it makes will result in a equally positive outcome for all of the Group’s stakeholders, by considering the Company’s purpose, mission and values together with its strategic objectives and having a process in place for decision making, the Directors aim to make sure that the Board’s decisions are consistent and do not create unexpected outcomes for stakeholders.
The Group’s key stakeholders are, but not limited to, its people, its customers, its lenders and, the communities in which it operates and the shareholders. The impact of any decisions made by the Directors take account off the impact on the Groups activities and on those actions on the Groups stakeholders.
The directors understand the importance of engagement with all of their stakeholders and regularly seek feedback whether formal or informal from them. Such an example would be the introduction regular staff surveys to understand firsthand what our employees feedback is. The results of this feedback is analyzed and shared with the wider firm and stakeholders. Feedback is then provided to staff on the results with actions plans where appropriate or explanations to why certain courses of action have been taken, or cannot be taken depending on the scenario / issue.
Brokers and Customers
The majority of our loans come through our wider broker network and a lot of the communication with our team initially is with them. Our team are in constant dialogue getting feedback on matters such as quality of customer service and this is feedback to the senior management and director group. The group works closely with its brokers and customers to achieve long term client satisfaction through bespoke service delivery and this has been evidenced by a number of awards and recognition in respect of our broker portal that was specially designed after listening to our brokers and customers.
Suppliers
The group works with a range of suppliers and remains committed to being fair and transparent in dealings with all suppliers. The group has, where relevant, procedures in place requiring due diligence of suppliers as to their internal governance, including for example, their anti-bribery and corruption practices, data protection policies and modern slavery matters. The group has systems and processes in place to ensure suppliers are paid in a timely manner.
Environmental, Social & Governance (ESG)
Environmental, Social & Governance is playing an ever increasing role in today’s world and Nucleus is committed to being a sustainable and responsible lender. Over the last 12 months we have reviewed our various policies and brought these together to have a comprehensive ESG policy.
We have a working dedicated ESG group who look at all aspects of the Group’s ESG undertaking who are responsible for looking at ways we can record, improve and communicate what we are doing in respect of ESG issues.
We have made steps to record, and then improve, key metrics relating to ESG issues across the firm including energy consumption, carbon emissions, females in senior positions within the firm (including the Board) and the gender pay gap.
This is an ongoing process and we will look to make continual improvements in our performance and the reporting of them to all of our stakeholders.
Streamlined Energy and Carbon Reporting
The group and company are exempt from disclosing information relating to energy and carbon reporting on the basis that no individual subsidiary qualifies as large and the parent company has emissions under 40,000 kWh per year.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 11.
No ordinary dividends were paid (2023: £2,000,000). The directors do not recommend payment of a further dividend.
No preference dividends were paid (2023: £318,369).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Nucleus Commercial Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Group Profit And Loss Account, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 group's and parent 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,334,202 (2023: £1,042,282 profit).
Nucleus Commercial Holdings Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Mezzanine Floor, St Albans House, 57-59 Haymarket, London SW1Y 4QX.
The Group consists of Nucleus Commercial Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures.
The financial statements are prepared on a going concern basis as the Directors are satisfied that the Company and Group have the resources to continue for the foreseeable future (which has been taken at least 12 months from the date of approval of the financial statements). In making this assessment, the Directors have considered the performance of the Group, current reserves and the ongoing business prospects.
The Company faced a challenging start to FY24 but has seen significant improvement over a number of it’s key performance indicators such as deal origination, deal payouts by both volume and value. New funding lines that completed in FY24 and those which we hope to complete shortly put the Group in a good position to grow in both the short and long term.
The Company has a Group balance sheet at the end of the year of £7.1m, including loses and provisioning in SPV’s that are not cross guaranteed the Group and therefore not payable on a Group basis. The Company has unencumbered cash of £5.5m which is sufficient to meet its ongoing requirements along with further cash being generated.
The Company has plans in place to further reduce its cost base whilst new completed facilities, for a period far exceeding 12 months from the date of signing, will allow the company to originate its key NBL loans at a significantly higher level than over the preceding 12 months.
The Company prepares a detailed 5 year plan on a rolling basis which takes into account economic stress, new funding lines becoming available and higher originations of its loan products. Prudent provisioning in respect of ongoing defaults on new and historical loan products.
A downside scenario has also been forecast with lower origination forecasts, smaller loan facilities and higher default rates. Current cash reserves and ongoing servicing fees would allow the Group to continue to meet its liabilities as they fall due without the requirement for any significant restructuring of the firm or how it currently operates.
The Company does not rely on any borrowing facilities, drawn or undrawn to trade.
The directors have reviewed the financial covenants that they must adhere to under the terms of the various finance agreements such as unencumbered cash and group tangible net worth and any breach of these covenants under both scenarios is considered remote.
Having carefully reviewed the short, medium and long term prospect of the business in detail the Directors consider that the Group has the ability to remain in operation for the foreseeable future for a period not less than 12 from the date of approval of the Company financial statement and have therefore continued to adopt the going concern basis in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Interest receivable is recognised on a monthly basis. Facility fee revenue is recognised monthly dependent on the agreed contractual terms relating to facility size, drawn balance and refactoring fees. Take on fees are accrued at the point of the start of the contract with the client and are then amortised over the life of the underlying loan. Commitment fees relate to preliminary work carried out to establish the risk profile of the client which are then recharged and are accrued as invoiced. Early exit fees are recognised upon the early termination of a contract. As such there is no material revenue which is subject to the stage of completion of a contract. Also included within turnover are servicing fees recognised monthly in relation to loan book services provided to third parties.
Where take on fees have been accrued on day one and that loan is then sold to Atom Finance Ltd, a special purpose entity listed in the Subsidiaries note, the performance obligations have been satisfied and the fees are then brought up front and recognised in full on the date of the loan sale.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Basic financial instruments are measured at cost. The company has no other financial instruments or basic financial instruments measured at fair value.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The group makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, management considers the likelihood of recoverability of the debt based on the risk factor of the customer and contractual position.
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current valuation of the assets that the company has security on, the ageing profile of debtors, the overall performance of the loan book and historical experience. See note 16 for the net carrying amount of the debtors and associated impairment provision.
The group has a specific policy for the CBILS and RLS loan books. As these loans are backed by the BBB, when a loan requires a provision, 20% is recognised in the specific bad debt provision. The remaining 80% is claimed from the BBB. This 20% will be held as a provision until confirmation is made that no final dividend is payable.
Carrying Value of Investments
The company holds an investments in Nucleus Commercial Finance Limited of £nil (2023: £1,299,911) at 31 March 2024, which is included at cost less impairment. Management have assessed the carrying value of the investment by forecasting future cash flows the entity.
Management have made their assessment at 31 March 2024 based on the information available and have assessed that an full impairment of £1,299,911 (2023: £Nil) is required on the investment in Nucleus Commercial Finance Limited, an this assessment is not sensitive to reasonable movements in key assumptions.
An analysis of the group's turnover is as follows:
The exceptional item in the profit and loss account in the prior year was in respect of the sale and subsequent write back of historical debt from Nucleus Cash Flow Finance Limited to Nucleus Property Finance1 Limited that was executed as part of a wider re-structuring of the Nucleus Group. The amount recognised above was the element of the write back that took place after Nucleus Property Finance1 Limited left the group.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Included in gains on disposals of financial assets held at cost in the prior year was £14,286,291 relating to the disposal of Nucleus Property Finance1 Limited and Nucleus Business Cash Advance Limited. The gain was the equivalent value of the net liabilities of each former group entity at the dates of disposal.
Included in amounts written back to financial liabilities this year is £9,056 relating to intercompany amounts written off after Nucleus Property Finance2 Limited was dissolved post year end.
Investment income includes the following:
The actual charge/(credit) for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Included within trade debtors is a balance of £145,371,038 (2023: £217,040,900) due in more than one year, net of the bad debt provision.
Included within other debtors is a balance of £15,525,000 (2023: £nil) due in more than one year.
Included within trade debtors are SME loans with a carrying value of £39,610,600 (2023: £nil) at the year end, which relate to loans where the legal title has been sold from Nucleus Cash Flow Finance2 Limited to Atom Finance Ltd, a special purpose entity controlled by the group, in the year. The loans remain on the group balance sheet as the derecognition criteria has not been met.
The short and long-term loans are secured by fixed and floating charges over the group's current assets in their respective entities.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension creditor at the year end amounted to £21,126 (2023: £16,253).
There is a single class of shares with no restrictions on distribution of dividends and the repayment of capital. The ordinary share capital has full rights in the company with respect to voting, dividends and distributions.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Details of the company's subsidiaries at 31 March 2024 are as follows:
The registered office for all subsidiaries above is Mezzanine Floor, St Albans House, 57-59 Haymarket,
London, SW1Y 4QX.
The group also has effective control over Atom Finance Ltd, a special purpose entity incorporated in England and Wales. Control is achieved when the company has rights to the variable returns and is exposed to the related risks as a result of its involvement with the structured entities.
The registered office is 10th Floor 5 Churchill Place, London, London, United Kingdom, E14 5HU.
Subsequent to the balance sheet date, Nucleus Property Finance2 Limited and Nucleus Commercial Finance2 Limited were placed into liquidation by the directors and was dissolved on 21 May 2024. Also, Nucleus Commercial Finance1 Limited was placed into liquidation by the directors and was dissolved on 16 July 2024.
The company has taken advantage of the exemption available in accordance with FRS 102 section 33 'Related Party Disclosures' not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group with which it is party to the transactions.
Key management personnel is deemed to be the directors. Aggregate remuneration is disclosed in note 9. At the balance sheet date there is an amount of £nil owed to a director by the company (2023: £4,540).
During the year, the company incurred costs totalling £2,187,714 (2023: £1,427,845) in respect of management recharges and recharged contractor salaries, rent and other overheads from MyPulse.io Private Limited (formerly Quantility Business Solutions PVT Ltd), a company registered in India under the control of C Shah's father. At the balance sheet date there is an amount of £473,802 (2023: £71,516) owed to MyPulse.io Private Limited.
During the year the group received income of £nil (2023: £32,864) in respect of servicing fees and incurred expenditure of £nil (2023: £162,814) from Infinity Funding Limited, a company wholly owned by a director.
During the year the company received income of £142,443 (2023: £nil) in respect of servicing fees from Nucleus Property Finance1 Limited, a company under common directorship. At the balance sheet date an amount of £142,443 (2023: £Nil) was owed by Nucleus Property Finance1 Limited.
During the year the company received income of £73,928 (2023: £nil) in respect of servicing fees from Nucleus Business Cash Advance Limited, a company under common directorship. At the balance sheet date an amount of £73,928 (2023: £Nil) was owed by Nucleus Business Cash Advance Limited.
During the year the group received income of £202,024 (2023: £nil) in respect of servicing fees from Atom Finance Ltd, a company controlled by the Nucleus Commercial Holdings Limited group. At the balance sheet date an amount of £Nil (2023: £Nil) was due from Atom Finance Ltd in respect of these servicing fees.
During the year the group made payments on behalf of Atom Finance Ltd totalling £383,101 (2023: £Nil) in respect of legal and professional fees. At the balance sheet date an amount of £383,101 (2023: £Nil) was due from Atom Finance Ltd in respect of these fees.