Nucleus Cash Flow Finance3 Limited
Annual Report and Financial Statements
For the year ended 31 March 2024
Company Registration No. 11748130 (England and Wales)
Nucleus Cash Flow Finance3 Limited
Company Information
Directors
M Goldman
C Shah
S Willmett
Secretary
G May
Company number
11748130
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 Cash Flow Finance3 Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 7
Profit and loss account
8
Balance sheet
9
Notes to the financial statements
11 - 14
Nucleus Cash Flow Finance3 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 the provision of alternative business financing.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M Goldman
C Shah
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK 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 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 Cash Flow Finance3 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 Cash Flow Finance3 Limited
Independent Auditor's Report
To the Member of Nucleus Cash Flow Finance3 Limited
Page 3
Opinion
We have audited the financial statements of Nucleus Cash Flow Finance3 Limited (the 'company') for the year ended 31 March 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity 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:
give a true and fair view of the state of the company's affairs as at 31 March 2024 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.
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.
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 Cash Flow Finance3 Limited
Independent Auditor's Report (Continued)
To the Member of Nucleus Cash Flow Finance3 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:
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:
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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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 Cash Flow Finance3 Limited
Independent Auditor's Report (Continued)
To the Member of Nucleus Cash Flow Finance3 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:
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 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 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.
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 Cash Flow Finance3 Limited
Independent Auditor's Report (Continued)
To the Member of Nucleus Cash Flow Finance3 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:
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 non-compliance 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.
Nucleus Cash Flow Finance3 Limited
Independent Auditor's Report (Continued)
To the Member of Nucleus Cash Flow Finance3 Limited
Page 7
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, 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
6th Floor
Statutory Auditor
9 Appold Street
London
EC2A 2AP
Nucleus Cash Flow Finance3 Limited
Profit and Loss Account
For the year ended 31 March 2024
Page 8
2024
2023
£
£
Turnover
2,348,647
-
Administrative expenses
(1,769,554)
(5,026)
Operating profit/(loss)
579,093
(5,026)
Interest payable and similar expenses
(549,181)
Profit/(loss) before taxation
29,912
(5,026)
Tax on profit/(loss)
Profit/(loss) for the financial year
29,912
(5,026)
Nucleus Cash Flow Finance3 Limited
Balance Sheet
As at 31 March 2024
Page 9
2024
2023
Notes
£
£
£
£
Current assets
Debtors
4
6,452,207
1,000
Cash at bank and in hand
3,347,177
72
9,799,384
1,072
Creditors: amounts falling due within one year
5
(183,614)
(8,214)
Net current assets/(liabilities)
9,615,770
(7,142)
Creditors: amounts falling due after more than one year
6
(5,793,000)
Net assets/(liabilities)
3,822,770
(7,142)
Capital and reserves
Called up share capital
7
1,000
1,000
Other reserves
3,800,000
Profit and loss reserves
21,770
(8,142)
Total equity
3,822,770
(7,142)
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. 11748130
Nucleus Cash Flow Finance3 Limited
Statement of Changes in Equity
For the year ended 31 March 2024
Page 10
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
1,000
-
(3,116)
(2,116)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
(5,026)
(5,026)
Balance at 31 March 2023
1,000
-
(8,142)
(7,142)
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
29,912
29,912
Capital contribution
-
3,800,000
3,800,000
Balance at 31 March 2024
1,000
3,800,000
21,770
3,822,770
Nucleus Cash Flow Finance3 Limited
Notes to the Financial Statements
For the year ended 31 March 2024
Page 11
1
Accounting policies
Company information
Nucleus Cash Flow Finance3 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, England, SW1Y 4QX.
1.1
Accounting convention
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 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
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 continues to originate new loans within the terms of its agreements which allow for flexibility in interest rate changes to mitigate any fluctuation in the Bank of England base rate. Performance of the book will be underpinned by robust underwriting of the loans and the company’s collections policy.
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.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.
Interest receivable is recognised on a monthly basis. Take on fees are accrued at the point of the start of the contract with the customer. 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.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
Basic financial instruments are measured at cost. The company has no other financial instruments or basic financial instruments measured at fair value.
1.6
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.
Nucleus Cash Flow Finance3 Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 12
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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Bad debt provision
The company 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 ageing profile of debtors and historical experience. See note 4 for the net carrying amount of the debtors which includes an associated impairment provision of £1,102,560 (2023: £nil) within trade debtors.
A specific provision is recognised in respect of loans where an assessment has been made that recovery of the principal is doubtful.
3
Employees
There were no persons employed by the company during the current or prior year.
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
6,111,399
Other debtors
1,000
1,000
Prepayments and accrued income
339,808
6,452,207
1,000
Included within trade debtors is a balance of £2,047,012 (2023: £nil) due in more than one year, gross of the bad debt provision.
Nucleus Cash Flow Finance3 Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 13
5
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
96,319
5,314
Accruals and deferred income
87,295
2,900
183,614
8,214
6
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
5,793,000
-
Other creditors due after more than one year are secured by a fixed and floating charge over the company's assets in their entirety.
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
8
Other reserves
During the period the Company received a capital contribution of £3,800,000 (2023: £nil) from its parent company, Nucleus Cash Flow Finance2 Limited. The directors confirm that the parent company will not seek repayment of the amounts transferred as a capital contribution.
Nucleus Cash Flow Finance3 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.
10
Control
Nucleus Commercial Holdings Limited, the parent company of is Nucleus Cash Flow Finance2 Limited, are a company incorporated in England and Wales who prepare consolidated accounts for the group in which Nucleus Cash Flow Finance3 Limited are included. Copies of the consolidated accounts are available from Mezzanine Floor, St Albans House, 57-59 Haymarket, London, England, SW1Y 4QX.
The ultimate parent undertaking is Nucleus Holdings Limited, a company incorporated in Isle of Man.
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