Nucleus Services Limited
Annual Report and Financial Statements
For the year ended 31 March 2024
Company Registration No. 09914635 (England and Wales)
Nucleus Services Limited
Company Information
Directors
C Shah
M Goldman
S Willmett
Secretary
G May
Company number
09914635
Registered office
Mezzanine Floor
St Albans House
57-59 Haymarket
London
SW1Y 4QX
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Nucleus Services Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Notes to the financial statements
9 - 14
Nucleus Services Limited
Directors' Report
For the year ended 31 March 2024
Page 1

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company continued to be that of a management services company.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

C Shah
M Goldman
S Willmett
Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Nucleus Services Limited
Directors' Report (Continued)
For the year ended 31 March 2024
Page 2
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
S Willmett
Director
30 September 2024
Nucleus Services Limited
Independent Auditor's Report
To the Members of Nucleus Services Limited
Page 3
Opinion

We have audited the financial statements of Nucleus Services Limited (the 'company') for the year ended 31 March 2024 which comprise the Profit and Loss Account, the Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Nucleus Services Limited
Independent Auditor's Report (Continued)
To the Members of Nucleus Services Limited
Page 4

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Nucleus Services Limited
Independent Auditor's Report (Continued)
To the Members of Nucleus Services Limited
Page 5
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

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.

 

 

Nucleus Services Limited
Independent Auditor's Report (Continued)
To the Members of Nucleus Services Limited
Page 6

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:

 

 

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 so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ryan Day
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
30 September 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Nucleus Services Limited
Profit and Loss Account
For the year ended 31 March 2024
Page 7
2024
2023
£
£
Turnover
6,902,431
8,873,128
Cost of sales
(19,806)
(31,178)
Gross profit
6,882,625
8,841,950
Administrative expenses
(8,778,767)
(7,148,547)
Operating (loss)/profit
(1,896,142)
1,693,403
Interest receivable and similar income
41,615
32,286
(Loss)/profit before taxation
(1,854,527)
1,725,689
Taxation
-
0
-
0
(Loss)/profit for the financial year
(1,854,527)
1,725,689
Total comprehensive income for the year
(1,854,527)
1,725,689

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Nucleus Services Limited
Balance Sheet
As at 31 March 2024
Page 8
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
31,710
34,403
Current assets
Debtors
5
2,116,029
975,903
Cash at bank and in hand
4,067,158
8,277,239
6,183,187
9,253,142
Creditors: amounts falling due within one year
6
(4,883,677)
(6,101,798)
Net current assets
1,299,510
3,151,344
Net assets
1,331,220
3,185,747
Capital and reserves
Called up share capital
7
1
1
Other reserves
2,100,000
2,100,000
Profit and loss reserves
(768,781)
1,085,746
Total equity
1,331,220
3,185,747

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

The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
S Willmett
Director
Company Registration No. 09914635
Nucleus Services Limited
Notes to the Financial Statements
For the year ended 31 March 2024
Page 9
1
Accounting policies
Company information

Nucleus Services Limited is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is Mezzanine Floor, St Albans House, 57-59 Haymarket, London, SW1Y 4QX.

1.1
Accounting convention

These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

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 under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Exemptions for qualifying entities under FRS 102

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of Nucleus Commercial Holdings Limited. These consolidated financial statements are available from its registered office, Mezzanine Floor, St Albans House, 57-59 Haymarket, London, SW1Y 4QX.

1.3
Going concern

The directors’ have reviewed the current financial position, cash flow and financial forecasts and believe the company can meet its obligations as they arise and will continue to trade for the foreseeable future. The Company has significant cash reserves that would allow it to meet its ongoing obligations without receiving further funds. true

 

The Company benefits from take on and servicing fees from the group SPV’s along with three managed portfolios outside of the Group. With further funding lines being worked on this should lead to higher originations and by extension higher take on fees and servicing fees further enhancing the company’s already strong liquidity position.

 

There are no material uncertainties that would cast significant doubt over the ability of the entity to continue to meet its obligations as they fall due and to continue trading for the foreseeable future. As such the accounts have been prepared on a going concern basis.

 

 

Nucleus Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 10
1.4
Turnover

Turnover represents management charges levied to group companies for employees and services provided over the course of the period net of VAT.

 

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. Also included within turnover are servicing fees recognised monthly in relation to loan book services provided to third parties.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
4 years straight line
Plant and equipment
5 years straight line

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 credited or charged to profit or loss.

1.6
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

1.7
Financial instruments

Basic financial instruments are measured at cost. The company has no other financial instruments or basic financial instruments measured at fair value.

1.8
Equity instruments

Equity instruments issued by the company 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 company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

 

The other reserve represents a capital contribution reserve.

1.9
Employee benefits

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.

Nucleus Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 11
1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Leases

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 leases asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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 directors do not consider their to be any material estimates in the current and prior periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
39
37
Nucleus Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 12
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2023
28,732
83,316
112,048
Additions
-
0
18,338
18,338
Disposals
-
0
(5,707)
(5,707)
At 31 March 2024
28,732
95,947
124,679
Depreciation and impairment
At 1 April 2023
16,658
60,987
77,645
Depreciation charged in the year
7,245
13,590
20,835
Eliminated in respect of disposals
-
0
(5,511)
(5,511)
At 31 March 2024
23,903
69,066
92,969
Carrying amount
At 31 March 2024
4,829
26,881
31,710
At 31 March 2023
12,074
22,329
34,403

 

5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
72,025
-
0
Amounts owed by group undertakings
797,114
623,924
Other debtors
1,246,890
351,979
2,116,029
975,903
Nucleus Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 13
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
665,012
69,775
Amounts owed to group undertakings
1,350,020
2,428,817
Taxation and social security
214,349
143,449
Other creditors
2,448,512
3,230,257
Accruals and deferred income
205,784
229,500
4,883,677
6,101,798
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1
1
1
1
1
8
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
Within one year
70,355
35,080
Between two and five years
112,566
2,692
182,921
37,772
Nucleus Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 14
9
Related party transactions

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.

 

At the balance sheet date there is an amount of £nil owed by a director to 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 company received income of £Nil (2023: £32,864) in respect of premises and servicing fees 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 company 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 company 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.

10
Control

The parent company of Nucleus Services Limited is Nucleus Commercial Holdings Limited, a company incorporated in England and Wales who prepare consolidated accounts for the group. Copies of the consolidated accounts are available from Mezzanine Floor, St Albans House, 57-59 Haymarket, London, SW1Y 4QX.

 

The ultimate parent undertaking is Nucleus Holdings Limited, a company incorporated in The Isle of Man.

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