NUCORE GROUP HOLDINGS LIMITED
SC699713
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
NUCORE GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Michael Byrant
Russell Ward
Company number
SC699713
Registered office
Unit 4C, The Core
Berryhill Crescent
Bridge of Don
Aberdeen
AB23 8AN
Auditor
Hall Morrice LLP
6 & 7 Queens Terrace
Aberdeen
AB10 1XL
Business address
Unit 4C, The Core
Berryhill Crescent
Bridge of Don
Aberdeen
AB23 8AN
Bankers
Royal Bank of Scotland plc
Dyce Branch
5th Floor Bath Street
Glasgow
G2 4RS
IGF Business Credit Limited
Kingsgate
High Street
Redhill
RH1 1SG
Solicitors
Gateley Plc
1 Paternoster Square
London
EC4M 7DX
NUCORE GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 8
Independent auditor's report
9 - 12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 36
NUCORE GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

The directors present the strategic report for the year ended 31 May 2024.

Principal activities

Nucore Group based in Aberdeen Scotland, the recently announced home of Great British Energy (GB Energy), has been trading successfully for more than 30 years; we are a key provider of Heating, Ventilation and Air Conditioning (HVAC), Refrigeration, Dehumidification and Humidification Systems. Our comprehensive product and services portfolio also includes advanced fire, safety, electrical and security solutions which includes fire prevention, fire detection and most importantly fire suppression systems. The group offers integrated engineering solutions for HVAC & Refrigeration and Fire Safety Systems. Our comprehensive range of services and maintenance and products are provided to world leading clients in expansive range of different business and market sectors in the United Kingdom, internationally and globally. Our unique selling proposition is providing specialised engineering solutions for challenging and difficult engineering situations across the globe. The group has an excellent safety record operating in highly regulated industrial, hazardous areas and government legislated markets, where ‘barriers to entry’ are significant, with few, if any new competitive entrants in last 5 to 10 years.

Fair review of the business

The group offers integrated engineering solutions, products and services and maintenance contracts to clients in a wide range of end-markets: including energy (hydrogen production, petrochemical, liquified natural gas, renewable energy, wind power and oil & gas), local government, policing and health authorities, beverage, and construction sectors, which include both public and private companies. Territorially, the group sells regionally, domestically, internationally and on global basis across multiple markets and sectors. The group enjoys a world leading client base including world's largest and leading business brands, with client relationships lasting more than two decades. Owing to the importance and critical nature of our products and services, repeat business and client loyalty are strong characteristics exhibited by typical customers.

Our industry leading brands and legal subsidiaries, Oteac Ltd and HVAC & Refrigeration Engineering Ltd, products and services are marketed under the Nucore brand. Oteac is a specialist fire and safety engineering company, whilst HVAC & Refrigeration Engineering Limited specialises in the supply, manufacture and servicing of heating ventilation, air-conditioning, refrigeration, dehumidification, and humidification products. Our standard product range and branded products include world leading brands: HAZCOOL, HAZCOOL baseline, CLIMARINE and CLIMARINE baseline, they are class leaders in their sectors and continue to be marketed by Nucore Group on global basis. Increasingly, our products are integrated and included into client design and engineering specifications and ordered on a repeat basis for installation and operation where clients demand for product quality, reliability and safety are paramount.

The senior management team have set a clear and concise strategic direction for the group to grow, diversify and prosper. Over the past few years, the group has been successful in entering new geographies and market segments by developing new, exciting products, and securing new long-term agreements with clients. This has reduced the company’s reliance and dependence on oil and gas sourced from our more traditional UK continental shelf (UKCS) oil & gas market. Turnover growth with diversification will continue throughout 2024, 2025 and 2026 trading and beyond as UKCS continues to recede. We are exploring opportunities to support the decommissioning phase of UKCS with our safety related products and services portfolio.

From client perspective, management are focussed on the lifecycle approach whereby we provide engineering solutions, products and complete service and maintenance offerings throughout the entire client ownership cycle. This encourages client continuity and maintains ‘client touchpoint' over longer period of time, this tends to result in turnover continuity and growth which tend to manifest itself with enhanced customer satisfaction, performance to client requirements, longer revenue cycles, consistent margins, and investment in workforce and equipment resources by the group. The lifecycle approach mutually benefits both the client and group.
Contractually, we enter into framework agreements with major clients, these agreements normally have contractual terms for three to five years. The framework agreements represent a meaningful part of group's turnover which improve revenue visibility, predictability, and stability for the group. We will continue to deploy these contractual tactics throughout upcoming trading periods for new clients and conversion of existing clients to Framework Agreements. At time of writing, we have more than twenty contractual agreements / master service agreements, with forty percent of the group's annual turnover managed under these agreements and through recurring work with key clients.
NUCORE GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -

New clients in key target sectors and end markets: hydrogen production, liquified natural gas, renewable energy, public authority, COMAH sites and beverage sectors leveraging the group’s geographic proximity to Scotland’s beverage industry and safety mandated COMAH sites throughout the United Kingdom. Another key growth area has been the provision of HVAC & Refrigeration product lines to onshore clients for both green hydrogen production in the Middle East and beverage sector in North Scotland.

Continuing the safety theme, the group is UKAS Accredited for pressure vessels and cylinders, including hydrostatic pressure vessel testing. We are one of only two group's who are UKAS Accredited for cylinder and pressure vessel testing in Scotland. We have recently added significant new investments for cylinder and pressure vessel refurbishment, professional surface preparation and painting in controlled environment, with state-of-art carbon dioxide refilling service due for commissioning in January 2025. This ‘one-stop-shop’ service will generate turnover in new end markets including: marine vessels, food, beverage, and leisure sectors and the recently opened £200m investment by Aberdeen City Council in South Harbour Aberdeen berthing cruise liners, cargo, supply, and military vessels.

As previously mentioned, new and emerging UK safety legislation (fire & safety, fire sprinklers, fire prevention, landfill regulations) will also benefit the group as our products and services focus on safety, security, and risk mitigation. The group is in the fortunate position to offer its comprehensive product and service offerings to meet or exceed new regulation and legislation criteria.

Principal risks and uncertainties
Risk management
Group senior management meet regularly to discuss and review the business. A typical meeting agenda includes Business Development, Health, Safety, Quality, Security, Environment, Finance and Cash, with special focus on operational issues in each of the business lines.
Risk Management Meetings with key clients at Business Performance Reviews, scheduled on a quarterly basis with client contract holder and senior management attendance. This forum also provides independent oversight / safety recommendations and action register. The Group safety performance for Lost Time accidents vs Industry Average is better than Industry Average by 20%.
Risk Management is reviewed on a continual basis using formal assessments, using well developed analytical tools such as SWOT & PEST, analysing the downside risks and upside opportunities. SWOT & PEST analytical tools are engaged regularly through the year as market conditions and world influencing events occur.
Risk management meetings are chaired by the senior management; key managers and key personnel are present at the meeting. Potential risks affecting the group are considered with mitigation actions, strategies and tactics developed and recorded in the action register.
Action items are formalised and implanted using ‘management of change' on needs basis.
Market risk
Historically the North Sea has been a significant feature in the group's trading performance heavily influenced by the group's reliance and cyclical nature of oil & gas production. More recent United Kingdom Government policy has exacerbated this dynamic in the North Sea oil and gas sector resulting in a more dramatic downturn, principally as result of recent government policy and intervention around windfall tax and energy levy. Correspondingly, this has resulted in reduced investment by OEM's and shortened life cycle for UKCS production as the economics for underlying investment in UKCS are no longer supportive for the OEM's, E&P's and operators in the North Sea governed by UK government policy.
Conversely, North Sea (non-UKCS) oil & gas investment by European based OEMs & EPCs in Norway, Netherlands and Germany continues unabated and remains a significant source of sales activity for all group product lines and services. North-North Sea is a particularly active area for European investment.
NUCORE GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 3 -

The group diversification strategy conceived 3.5 years ago anticipated the decline of UKCS oil and gas and undertook major plans to expand the company territorial footprint into Guyana South America, Australasia, the Middle East, and Africa. The group has invested in training for associates, employing new talent, implementing sales & marketing partnerships, establishing legal entities in new and emerging markets and committed group resources to building and diversifying away from UKCS. The business is now benefitting from those tactics with increasing turnover and repeat business from those regions. Export sales to those end markets and new territories are key drivers of increased trading and improving gross margin.

More generally, the energy sector is seeing an upsurge in activity as result of macroeconomic factors, with major investments in hydrogen production, renewable energy, wind energy, liquified natural gas (LNG) and major new investments in capacity expansion for oil and gas production by OEMs in the Middle East, Caspian Region, Africa and South America. The group has established local partners in those regions to support the growth forecasted, access local services, warehousing and establish service and maintenance hubs with partners.

Low carbon future is world imperative, Green hydrogen production aligns perfectly with this objective; the group has been awarded supply contracts for a world leading green hydrogen project in the Middle East. A Forbes List top 50 client selected the group's HAZCOOL baseline water chiller products for their strategically important green hydrogen production project. We anticipate this project will last many years and provide regular demand for group’s standard HAZCOOL baseline water chiller product range produced at our dedicated facility in Bridge of Don, Aberdeen employing 140 technical associates.

Pricing volatility

We do not anticipate this to have a negative effect on the group’s ability to secure new work as this is market phenomena, not group specific, and affects our competition in comparable manner. Our approach is to pass-through supply-side cost increases into selling prices and avoid gross margin deterioration. The market we participate in tends to behave in disciplined manner with no distressed competitors disrupting pricing equilibrium. We regard our specific market as relatively disciplined in general basis; albeit institutional policy decisions around interest rate volatility can impact the market dynamics in short-term basis.

Inflation

Inflationary factors have been evident in the macro economy and are combining to increase prices. Primary inflationary drivers are employee wages and cost of raw material in the supply side of the economy. The group is vigilant to these pressures and ensures that Requests for Quotation (RFQ) to clients have a short-term validity, typically three weeks, before requoting. We have added a professional purchasing manager to manage the supply base and implement a competitive quoting process to find best value / price equation for the group implemented in April 2024.

Fixed price contracts contain validity time limits and escalation clauses to offset inflationary cost rises. All RFQs and estimates include the latest raw material and labour costs in line with the group Delegation of Authority (DOA) updated to reflect inflation during this period.

HSEQ & Environmental Sustainability

The group operates in safety critical and hazardous environments and locations. The group has and maintains all necessary safety and industry related accreditations to perform and be compliant. We have dedicated HSEQ specialists employed to ensure the group remains appraised of the latest changes in legislation and regulations and advise on other related matters. All work projects / contracts undertaken are subject to Risk Assessment Method Statement (RAMS) to minimise risks and ensure safe working environment, the group holds ISO 9001:2015, ISO 45001:2018 compliance and certification under Lloyds Register Quality Assurance (LRQA certificate).

Environmental sustainability, we actively market multiple systems and solutions to reduce carbon footprint: LED Technology is actively marketed by the group to public and private sector, the key benefits are carbon footprint reduction, energy cost savings, light output increases and quality of light for employee comfort are some of the benefits vs energy heavy devices that include fluorescent and incandescent lighting. Client return on investment (ROI) is less than one year for LED solutions vis a vis fluorescent and incandescent lighting, with corresponding improvements in ergonomic benefits for clients, associates and public in those environments.

 

NUCORE GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 4 -
The group's internal target to achieve Carbon Neutral status during 2025 calendar year. The key tactics are: i) procurement of energy to power our manufacturing facility from renewable sources, ii) investment in electric vehicles and iii) other measures to reduce carbon footprint. We also encourage external carbon emissions reduction projects to achieve carbon neutrality i.e. green hydrogen production. We take initiative-taking and multi-faceted approach to carbon footprint for the community and Airius destratification is one more example of this approach.
Airius are world leaders in destratification technology, they have granted the group regional distributorship to supply their world leading products in Scotland. We take responsibility for destratification system design and system installation at the client's facility, the group's professional design and installation teams undertake this. Leading UK based clients have documented savings in energy, carbon footprint reduction and improved customer comfort, when they have installed Airius destratification products, these include car dealer showrooms, airports, theatres, warehouses, and public sector buildings.
Cyber Security & Training
We retain third-party independent IT Service Provider who are accredited auditor of Cyber Essentials Plus and IASME Gold and apply these standards to the design and management of the network and infrastructure. We have recently undertaken cyber awareness employee awareness training with all associates, all personal studied and sat online accreditation examinations which was mandatory to successfully complete.
The group has the latest generation Firewall and E-mail security through premier products for filtering out phishing attacks and malware from incoming emails. Anti-virus and hacking attempts prohibited through our End Point protection and Response solution, Sentinel One, which includes a SPOC response, behaviour monitoring, script detection for monitoring interactivity and preventing lateral movement across the network. Full back-up and disaster recovery processes are in place that back up locally and to the cloud and protected from encryption (Datto) with self-testing. The group has undertaken the objective to become Cyber Essentials certified over the next 12 months.
Development and performance

Trading performance has benefited in the year to 31 May 2024 from more stable trading conditions post prior year financial restructuring completed in May 2023. During the year to 31 May 2024 and post year end the group continues to recruit industry and technical professionals to support the growth strategy, employment levels have reached new high as trading continues to require additional direct headcount. Now acting as Tier 1 VISA status by the UK Government Agency. This has resulted in recruiting exceptionally talented individuals from the Middle East and India petrochemical sector, increasing our industry knowledge, building deeper bench strength, and helping to offset tight labour market conditions in the Aberdeen employment market.

Group's extended enterprise, includes strategic supplier partnerships and distributorships, following strategic review we have consolidated the supply base and problematic suppliers removed from group's sourcing matrix. Additional distributorship agreements for supply of Fire Safety and Security and HVAC & Refrigeration product lines have also recently been implemented by the group. Of particular focus are Airius destratification products that provide carbon footprint reduction, energy savings and comfort benefits for employees and clients. These new supplier and distributor partnerships will assist in penetrating new markets and geographies, whilst guaranteeing equipment supply at favourable prices and faster lead times to market than our competition and peers.

 

The energy sector (hydrogen production, liquified natural gas, petrochemical and oil & gas) remains a stable and important market for the group’s products and services and one we intend to maintain, service and be competitive in maintaining our position as a reliable and consistent performer. Diversification into new sectors onshore where hazardous materials and processes are located at ‘Control of Major Accident Hazards’ (COMAH) sites provide significant scope for our safety related products and services. The UK has 950 COMAH sites located onshore across the United Kingdom, the group’s regional proximity to COMAH facilities enhances our operational effectiveness and speed of response which is critical factor in meeting the clients service level agreement time to market response.

Significant new regulation and legislation implemented by government and legislating bodies, following multiple major fire disasters across the United Kingdom has resulted in institutional led changes to fire and safety, fire and security and fire suppression implementation. The group's significant capabilities in design, engineering and installation of life saving fire and safety solutions, including fire prevention, fire detection, gas detection and fire suppression systems, will facilitate the momentum and change required by the new safety standards. We regard this is a  permanent new benchmark and will provide increased demand for safety related products and services across the United Kingdom over the next decade.
NUCORE GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 5 -
Our philosophy and approach to client management; we focus on client lifecycle approach, whereby we provide engineering solutions, products and complete service and maintenance offering throughout the entire client ownership cycle. This encourages client continuity and maintains ‘client touchpoint' over longer period, this tends to result in improved turnover visibility, continuity and long-term growth for the group, client lifecycle approach is applied both domestically and internationally.
Growth with territorial diversification into global equatorial regions is a strategic imperative for the group: key regions include the Middle East, South America, Equatorial Africa, and the Caspian. Implementing long term agreements with key clients to provide contractual security for both client and supplier, typically the agreements exhibit 3–5 year contractual period. Notably, Guyana South America, the world's new oil & gas frontier has attracted significant multi-$bn investment from ExxonMobil and Chevron. Nucore Group Guyana Inc. was registered with the Guyanese Authorities in December 2022 to provide local bridgehead and offer local content for the fast-growing regional oil & gas sector. Our registered office is based in Georgetown, Guyana a region now producing more than 645,000 barrels per day in latter part of 2024. Guyana and adjacent territories are anticipated to be significant oil & gas producing nations on the world stage for decades to come.
The African continent remains important territory for the company, significant new investment(s) from American multi-nationals, European E&P companies and local African based oil and gas companies are seeking to increase oil and gas exploration and add oil and gas capacity in the region. The group has been recipient of major sales awards with significant European OEM with multi-year framework agreement, and additionally, we have received Master Services Agreement (MSA) with an American multi-national who are a world leading E&P group. To bolster our resources in the region, we have also entered a supplier partnership with an established company in Luanda, Angola acting as local partner for Africa oil and gas markets, adding local warehousing, for ease of planning and coordination, and providing access to new clients and networks.
Outlook
Budgeted revenues for the year ahead are £20m supported by a strong order book and diversified client base. The group has also been successful in winning specialist engineering overseas work, notably the Middle East, Africa and South America, which will enable the group to meet the higher end of the gross margin target range the group is targeting. Risks and Opportunities to improve upside and mitigate downside risk reviewed on regular basis to create the best possible chance at achieving and bettering budgetary targets by Senior Management and the Board of Directors. Forecasts for 2024/25 and 2025/26 predict revenue increases close to 10% year on year based on continued market recovery and progress in new sectors, a strengthening energy sector and new and existing client Framework Agreements and new Master Services Agreements with Global Energy producers.
NUCORE GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 6 -
Key performance indicators

The group utilises a number of key performance indicators (KPIs). The main KPIs used by management are as follows:

FY24
FY23
£
£
Revenue
17,253,118
16,270,644
Gross profit %
26.55%
25.86%
EBITDA
(223,434)
(1,859,872)
(Loss)/profit before tax
(1,384,255)
8,445,686
Net current liabilities
(2,433,005)
(1,881,941)
Net assets
3,973,103
5,357,358

On behalf of the board

Michael Byrant
Director
19 December 2024
NUCORE GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 7 -

The directors present their report and audited financial statements for the year ended 31 May 2024.

Results and dividends

The results for the year are set out on page 13.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors

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

Michael Byrant
Russell Ward
Financial instruments
Financial risk management objectives and policies

The group's activities expose it to a number of financial risks including credit, currency and liquidity risks.

Liquidity risk

In order to maintain liquidity and to ensure sufficient funds are available for ongoing operations and future developments, the group monitors the timing of cash flows and aligns this with its strategic planning. The group's primary sources of finance are the operating cash flows it generates and its short, medium and long term bank and investment funding.

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts not for speculative purposes.

Credit risk

The group's principal financial assets are bank balances and cash, and trade receivables. Credit risk is primarily attributable to its trade and intercompany receivables and is managed through maintaining good customer and counterparty relationships and the monitoring of credit levels and settlement periods. The amounts presented in the Balance sheet are net of allowances for doubtful debts.

Auditor

In accordance with the company's articles, a resolution proposing that Hall Morrice LLP be reappointed as auditor of the group will be put at a General Meeting.

NUCORE GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 8 -
Statement of directors' responsibilities

The directors are responsible for preparing the Strategic report, Directors' 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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Development and performance

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of information on the future developments in the business of the company.

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 auditor of the company and group 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 auditor of the company and group is aware of that information.

On behalf of the board
Michael Byrant
Director
19 December 2024
NUCORE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NUCORE GROUP HOLDINGS LIMITED
- 9 -
Opinion

We have audited the financial statements of Nucore Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the group statement of comprehensive income, 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group and parent 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.

Emphasis of matter

Without qualifying our opinion, we draw attention to note 1.4 to the financial statements, which contains further narrative related to the going concern of the company.

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 Strategic report and the Directors' report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Strategic report and the Directors' 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.

NUCORE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUCORE GROUP HOLDINGS LIMITED
- 10 -

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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or 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, as set out in the Directors' report, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

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 as detailed below.

NUCORE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUCORE GROUP HOLDINGS LIMITED
- 11 -

In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:

 

 

We identified the greatest potential for fraud in the following area, and our specific procedures performed to address it are described below:

In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:

 

 

We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.

 

Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

NUCORE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUCORE GROUP HOLDINGS LIMITED
- 12 -
Use of our report

This report is made solely to the group’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 group’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 group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Derek Mair, FCCA
Senior Statutory Auditor
For and on behalf of Hall Morrice LLP
Statutory Auditor
Aberdeen
19 December 2024
NUCORE GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 13 -
2024
2023
Notes
£
£
Turnover
3
17,253,118
16,270,644
Cost of sales
(12,671,851)
(12,062,397)
Gross profit
4,581,267
4,208,247
Administrative expenses
(5,615,965)
(6,998,620)
Operating loss
4
(1,034,698)
(2,790,373)
Interest payable and similar expenses
7
(349,557)
(1,504,531)
Exceptional items
8
-
12,740,590
(Loss)/profit before taxation
(1,384,255)
8,445,686
Tax on (loss)/profit
9
-
0
-
0
(Loss)/profit for the financial year
22
(1,384,255)
8,445,686
Loss for the financial year is all attributable to the owners of the parent company.
The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
NUCORE GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2024
31 May 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
6,389,149
7,164,727
Other intangible assets
10
37,028
52,758
Total intangible assets
6,426,177
7,217,485
Tangible assets
11
170,556
253,291
6,596,733
7,470,776
Current assets
Stocks
14
575,736
618,720
Debtors
15
3,891,016
3,577,135
Cash at bank and in hand
161,607
678,610
4,628,359
4,874,465
Creditors: amounts falling due within one year
16
(7,061,364)
(6,756,406)
Net current liabilities
(2,433,005)
(1,881,941)
Total assets less current liabilities
4,163,728
5,588,835
Creditors: amounts falling due after more than one year
17
(190,625)
(231,477)
Net assets
3,973,103
5,357,358
Capital and reserves
Called up share capital
21
1,122
1,122
Profit and loss reserves
22
3,971,981
5,356,236
Total equity
3,973,103
5,357,358
The financial statements were approved by the board of directors and authorised for issue on 19 December 2024 and are signed on its behalf by:
19 December 2024
Michael Byrant
Director
NUCORE GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 15 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
1
1
Current assets
Debtors
15
1,122
1,122
Net current assets
1,122
1,122
Net assets
1,123
1,123
Capital and reserves
Called up share capital
21
1,122
1,122
Profit and loss reserves
22
1
1
Total equity
1,123
1,123

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 19 December 2024 and are signed on its behalf by:
19 December 2024
Michael Byrant
Director
Company Registration No. SC699713
NUCORE GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2022
825
(3,089,450)
(3,088,625)
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
8,445,686
8,445,686
Issue of share capital
21
297
-
297
Balance at 31 May 2023
1,122
5,356,236
5,357,358
Year ended 31 May 2024:
Loss and total comprehensive income for the year
-
(1,384,255)
(1,384,255)
Balance at 31 May 2024
1,122
3,971,981
3,973,103
NUCORE GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2022
825
1
826
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
-
0
Issue of share capital
21
297
-
297
Balance at 31 May 2023
1,122
1
1,123
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 May 2024
1,122
1
1,123
NUCORE GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 18 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(1,382,345)
(438,848)
Interest paid
(349,557)
(150,722)
Income taxes refunded
-
0
535,390
Net cash outflow from operating activities
(1,731,902)
(54,180)
Investing activities
Purchase of intangible assets
-
(6,900)
Purchase of tangible fixed assets
(34,418)
(96,103)
Proceeds on disposal of tangible fixed assets
97,197
65,145
Net cash generated from/(used in) investing activities
62,779
(37,858)
Financing activities
Proceeds from issue of shares
-
297
Proceeds of new bank loans
-
821,278
Proceeds/(Repayment) of bank loans
1,209,519
(425,000)
Payment of finance leases obligations
(57,399)
(99,875)
Net cash generated from financing activities
1,152,120
296,700
Net (decrease)/increase in cash and cash equivalents
(517,003)
204,662
Cash and cash equivalents at beginning of year
678,610
473,948
Cash and cash equivalents at end of year
161,607
678,610
NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 19 -
1
Accounting policies
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.

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
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Nucore Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 May 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 20 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

These financial statements have been prepared on the going concern basis, as the directors are confident with the assumption that the group will continue in operational existence for a minimum period of 12 months from the date of signing the audited financial statements. This is despite the group having net current liabilities of £2.4m (2023 - £1.9m). The group had an overdue PAYE/NIC liability of £386k (2023 - £2,014k) at 31 May 2024. At the date of signing the group had fully repaid the historic outstanding amounts to HMRC in line with the agreed time to pay arrangement and since the year end the group has met it’s HMRC payment obligations in full and on time.

The going concern assumption for the group is also based upon other factors. In May 2023 the group successfully undertook a financial restructuring exercise to reduce the level of debt and recapitalise the business. It also obtained term loan and invoice discounting facilities in order to support the group’s working capital requirements. The group has not breached its debt funding covenants and the group looks to continue to be able to satisfy the covenants for a period of no less than a 12 months from the signing of the financial statements based on the internal forecasts prepared by management. In August 2024 the bank provided further funds of £400k to support growth and working capital through an increased term loan. In addition the main credit agencies have significantly increased the group rating post year end.

The going concern assumption is also based upon the review of the management accounts for 2024/25, and forecasts for 2025/26. These show improved trading and improvements in profitability across the business through increased revenue as well as tight management of overheads. These forecasts have been reviewed and appear reasonable and achievable, given that the group currently has a healthy order book for 2024/25.

1.5
Turnover

Turnover represents amounts receivable for provision of goods and services, and recharged costs, net of VAT and trade discounts.

 

Revenue is recognised as services are provided and costs are incurred.

 

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 21 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
33% straight line
Development costs
10% straight line
1.8
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
duration of lease, 20% to 33% straight line
Plant and equipment
20% to 33% straight line
Fixtures and fittings
20% to 33% straight line
Motor vehicles
33% 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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 22 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Borrowing costs

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 23 -
1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Amounts recoverable on long term contracts, which are included in stocks, are stated at the net sales value of the work done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress payments on account. Excess progress payments are included in creditors as payments on account.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 24 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 25 -
1.15
Equity instruments

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.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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

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.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
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.

1.19
Retirement benefits

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

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies (continued)
- 26 -
1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

1.21
Foreign exchange

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.

1.22

Exceptional items

Exceptional items are credited or charged to profit or loss in the period in which they are incurred and disclosed separately to highlight that they are not within the normal course of business.

2
Judgements and key sources of estimation uncertainty

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.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
2
Judgements and key sources of estimation uncertainty (continued)
- 27 -
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.

Carrying value and recoverability of investments

At each reporting date, management are required to consider the carrying value of the company's investments. Management have made an assessment of recoverable value, based on forecast earnings.

Going concern assumption

The going concern assumption is a judgement exercised by management (see note 1.4).

Long term contracts

Management assess the stage of completion for each long term contract monthly in order to allocate an appropriate level of revenue within each given period. The estimate is calculated by comparing costs incurred as a proportion of total budgeted costs. Total budgeted costs are calculated by individuals with relevant experience to enable them to estimate such values and are reviewed against actual costs incurred on a regular basis.

Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Sales
16,974,344
16,087,634
Expenses recharged
278,774
183,010
17,253,118
16,270,644
2024
2023
£
£
Turnover analysed by geographical market
UK
13,627,185
12,071,557
Europe
1,056,235
872,248
Rest of World
2,569,698
3,326,839
17,253,118
16,270,644
NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
4
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses
3,825
74,077
Fees payable to the group's auditor for the audit of the groups financial statements
50,112
47,149
Depreciation of owned tangible fixed assets
73,502
86,943
Depreciation of tangible fixed assets held under finance leases
24,695
41,650
(Profit)/loss on disposal of tangible fixed assets
(78,241)
10,264
Amortisation of intangible assets
791,308
791,644
Operating lease charges
323,836
332,716
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
4
2
2
2
Administration
35
38
-
-
Direct
94
94
-
-
Total
133
134
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
6,743,635
6,910,741
-
0
-
0
Social security costs
701,691
734,713
-
-
Pension costs
177,734
201,344
-
0
-
0
7,623,060
7,846,798
-
0
-
0
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
602,026
263,163
Company pension contributions to defined contribution schemes
3,098
3,000
605,124
266,163
NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
6
Directors' remuneration (continued)
- 29 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
418,912
200,338
Company pension contributions to defined contribution schemes
-
3,000
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
253,949
1,402,395
Other interest on financial liabilities
2,631
33,115
Interest on finance leases and hire purchase contracts
5,517
11,489
Other interest
87,460
57,532
Total finance costs
349,557
1,504,531
8
Exceptional item
2024
2023
£
£
Income
Loans forgiven
-
12,740,590

Exceptional items in the prior year relate to the forgiveness of loan notes following restructuring.

9
Taxation

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2023 (on 10 January 2023). These changes included an increase in the main rate to 25% from April 2023. Deferred taxes at the balance sheet date, in relation to UK companies, are measured using tax rates enacted as at the balance sheet date (25%).

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
9
Taxation (continued)
- 30 -

The actual charge 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:

2024
2023
£
£
(Loss)/profit before taxation
(1,384,255)
8,445,686
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25% (2023: 20%)
(346,064)
1,689,137
Tax effect of expenses that are not deductible in determining taxable profit
218,052
143,907
Tax effect of income not taxable in determining taxable profit
-
0
(2,548,467)
Change in unrecognised deferred tax assets
128,012
733,414
Deferred tax adjustments in respect of prior years
-
0
(146,603)
Fixed asset differences
-
0
128,612
Taxation charge
-
-
10
Intangible fixed assets
Group
Goodwill
Software
Development costs
Total
£
£
£
£
Cost
At 1 June 2023
8,715,879
27,986
53,351
8,797,216
Disposals
-
0
(38)
-
0
(38)
At 31 May 2024
8,715,879
27,948
53,351
8,797,178
Amortisation and impairment
At 1 June 2023
1,551,152
12,358
16,221
1,579,731
Amortisation charged for the year
775,578
7,639
8,091
791,308
Disposals
-
0
(38)
-
0
(38)
At 31 May 2024
2,326,730
19,959
24,312
2,371,001
Carrying amount
At 31 May 2024
6,389,149
7,989
29,039
6,426,177
At 31 May 2023
7,164,727
15,628
37,130
7,217,485
The company had no intangible fixed assets at 31 May 2024 or 31 May 2023.

On 1 June 2021 the assets, liabilities and trade of the company's subsidiaries Oteac Limited and HVAC & Refrigeration Engineering Limited were hived-up to the Nucore Group Ltd at their carrying values.

 

The reorganisation has been accounted for using merger accounting, resulting in the recognition of Goodwill, being the difference between the pre hive-up investment value of the subsidiaries and the pre hive-up net asset values of the subsidiaries.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 31 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 June 2023
19,669
330,274
73,765
77,107
500,815
Additions
360
11,332
22,726
-
0
34,418
Disposals
-
0
(11,792)
(18,929)
(77,107)
(107,828)
At 31 May 2024
20,029
329,814
77,562
-
0
427,405
Depreciation and impairment
At 1 June 2023
14,292
129,314
38,303
65,615
247,524
Depreciation charged in the year
3,363
65,873
20,479
8,482
98,197
Eliminated in respect of disposals
-
0
(1,781)
(12,994)
(74,097)
(88,872)
At 31 May 2024
17,655
193,406
45,788
-
0
256,849
Carrying amount
At 31 May 2024
2,374
136,408
31,774
-
0
170,556
At 31 May 2023
5,377
200,960
35,462
11,492
253,291
The company had no tangible fixed assets at 31 May 2024 or 31 May 2023.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
34,400
50,911
-
0
-
0
Motor vehicles
-
0
11,195
-
0
-
0
34,400
62,106
-
-
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
1
1
NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
12
Fixed asset investments (continued)
- 32 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 June 2023 and 31 May 2024
1
Carrying amount
At 31 May 2024
1
At 31 May 2022
1
13
Subsidiaries

Details of the company's subsidiaries at 31 May 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Nucore Group Ltd
Scotland
Ordinary £1
100.00
HVAC & Refrigeration Engineering Limited
Scotland
Ordinary £1
100.00
Oteac Limited
Scotland
Ordinary £1
100.00
Nucore Group (Guyana) Inc
Guyana
Ordinary £1
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Nucore Group Ltd
3,129,929
(1,263,962)
HVAC & Refrigeration Engineering Limited
151,336
-
Oteac Limited
135,000
-

Exemption from audit has been claimed for the subsidiary companies; Oteac Limited and HVAC & Refrigeration Engineering Limited, under Section 479A of the Companies Act 2006 relating to subsidiaries.

14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
350,989
454,240
-
-
Finished goods and goods for resale
224,747
164,480
-
0
-
0
575,736
618,720
-
-
NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 33 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,892,819
2,125,526
-
0
-
0
Unpaid share capital
1,122
1,122
1,122
1,122
Other debtors
26,226
657,031
-
0
-
0
Prepayments and accrued income
970,849
793,456
-
0
-
0
3,891,016
3,577,135
1,122
1,122
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
1,840,172
621,278
-
0
-
0
Obligations under finance leases
19
20,734
46,656
-
0
-
0
Trade creditors
2,318,604
2,433,186
-
0
-
0
Other taxation and social security
583,957
1,890,699
-
-
Other creditors
214,990
121,694
-
0
-
0
Accruals and deferred income
2,082,907
1,642,893
-
0
-
0
7,061,364
6,756,406
-
0
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
190,625
200,000
-
0
-
0
Obligations under finance leases
19
-
0
31,477
-
0
-
0
190,625
231,477
-
-

A cross guarantee agreement is in place between Nucore Group Holdings Limited, Nucore Group Ltd, HVAC & Refrigeration Engineering Limited and Oteac Limited.

 

Floating charge and negative pledge in favour of the bank.

 

During the prior year the group refinanced resulting in the closing of numerous loans both to RBS and to shareholders. The refinancing resulted in the forgiveness of loan notes amounting to £12,740,590. Some of these loans were converted to share capital in Nucore Group Holdings Limited the parent company of Nucore Group Ltd.

 

The bank loan of £300k from IGF Business Credit was repayable in monthly instalments starting from June 2023 running for 3 years with a marginal interest rate of 5.95%. This agreement was amended in December 2023 and the full loan was reinstated and to be repaid over 30 months from July 2024 to December 2026. This was further amended in August 2024 when the loan increased to £700k and is repayable over 3 years from January 2025.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 34 -
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
2,030,797
821,278
-
0
-
0
Payable within one year
1,840,172
621,278
-
0
-
0
Payable after one year
190,625
200,000
-
0
-
0
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
21,904
54,946
-
0
-
0
In two to five years
-
0
39,214
-
0
-
0
21,904
94,160
-
-
Less: future finance charges
(1,170)
(16,027)
-
0
-
0
20,734
78,133
-
0
-
0

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
177,734
201,344

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.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of 1p each
100,000
100,000
1,000
1,000
Deferred shares of 1p each
12,238
12,238
122
122
112,238
112,238
1,122
1,122
NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
21
Share capital (continued)
- 35 -
The Ordinary shareholders are entitled to vote at general meetings and receive dividends and capital distribution rights.
The Deferred shares have no voting rights and no rights to dividends.
22
Profit and loss reserves

This reserve records the accumulated distributable profits made by the company net of distributions to shareholders.

 

23
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
479,729
399,036
-
-
Between two and five years
1,548,785
1,400,614
-
-
In over five years
525,957
855,580
-
-
2,554,471
2,655,230
-
-
24
Related party transactions

During 2015, loan notes of £400,000 were received from key management personnel of the company. The loan notes were subject to a fixed interest rate of 6% and were repayable in December 2023. During the year, interest of £Nil (2023 - £33,115) was charged. During the year loan notes to the amount of £Nil (2023 - £636,020) were forgiven.

25
Controlling party

The company was controlled throughout the current and previous year by Beechbrook Private Debt III General Partner Limited, a company registered in England and Wales. The ultimate controlling party of Beechbrook Private Debt III General Partner Limited is Beechbrook Capital LLP, a limited liability partnership incorporated in England and Wales.

NUCORE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 36 -
26
Cash absorbed by group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(1,384,255)
8,445,686
Adjustments for:
Finance costs
349,557
1,504,531
(Gain)/loss on disposal of tangible fixed assets
(78,241)
10,264
Amortisation and impairment of intangible assets
791,308
791,644
Depreciation and impairment of tangible fixed assets
98,197
128,593
Loans forgiven
-
(12,740,590)
Movements in working capital:
Decrease in stocks
42,984
128,335
(Increase)/decrease in debtors
(313,881)
487,982
(Decrease)/increase in creditors
(888,014)
804,707
Cash absorbed by operations
(1,382,345)
(438,848)
27
Analysis of changes in net debt - group
1 June 2023
Cash flows
31 May 2024
£
£
£
Cash at bank and in hand
678,610
(517,003)
161,607
Borrowings excluding overdrafts
(821,278)
(1,209,519)
(2,030,797)
Obligations under finance leases
(78,133)
57,399
(20,734)
(220,801)
(1,669,123)
(1,889,924)
28
Company information

Nucore Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Unit 4C, The Core, Berryhill Crescent, Bridge of Don, Aberdeen, AB23 8AN.

 

The group consists of Nucore Group Holdings Limited and all of its subsidiaries.

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