Company No:
Contents
| DIRECTORS | Michael Bryant |
| Russell Ward |
| REGISTERED OFFICE | Unit 4c The Core |
| Berryhill Crescent | |
| Bridge Of Don | |
| AB23 8AN | |
| United Kingdom |
| COMPANY NUMBER | SC699713 (Scotland) |
| AUDITOR | Hall Morrice LLP |
| Statutory Auditor | |
| 6 & 7 Queens Terrace | |
| Aberdeen | |
| AB10 1XL |
| 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 | Troutman Pepper Locke |
| 201 Bishopgate | |
| Second Floor | |
| London | |
| EC2M 3AB |
The directors present their Strategic Report for the financial year ended 31 May 2025.
PRINCIPAL ACTIVITIES
Nucore Group are based in Aberdeen Scotland alongside Great British Energy (GB Energy), Shell, BP, and a wealth of other prestigious companies. We are key provider of mission critical products and systems to sectors including Energy, Marine and Beverage end markets operating in both Public and Private Sector(s).
The group benefits from strategic geographic proximity to the Scottish Highlands with one hundred and forty active distilleries. The groups trading dates back more than 30 years with an enviable reputation for safety and reliability in all sectors we choose to operate, both regionally and globally.
We offer a comprehensive product and services portfolio, with strong brand recognition in end markets we serve, the basis of which encompasses advanced fire and safety, electrical, fibre optics and security solutions, fire prevention, fire detection, and fire suppression systems. We also design and manufacture Heating, Ventilation and Air Conditioning (HVAC), Refrigeration, Dehumidification and Humidification Systems. Our comprehensive range of service and maintenance capabilities and exceptionally reliable products are provided to world leading clients in a range of different business and market sectors in the United Kingdom, Middle East, West Africa and globally.
Partnering with world leading brands allows us to provide our clients with best in class products that both meet or exceed their requirements. Our unique selling proposition (USP) is providing specialised engineering and innovative product solutions for mission critical and challenging environments across the globe on 24/7/365 basis.
FAIR REVIEW OF THE BUSINESS
The group offers integrated specialised engineering solutions, products, service and maintenance contracts to clients in a wide range of end-markets: including energy (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 a global basis across these multiple markets and sectors.
From commercial perspective, we target long term agreements with OEM’s, EPC’s and other blue-chip international clients. Our sphere of operations will typically have both regional and international requirements. Regionally, we work with Public and Private sector companies, with recent awards in the United Kingdom, operating within COMAH (Control of Major Accident Hazards Regulations (2015) regulations.
Further mission critical client applications are provided from our UKAS Accredited facility in Aberdeen; provide testing and accreditations for pressure vessels and cylinders. Key investments during early 2025 implemented for cylinder and pressure vessel refurbishment, professional surface preparation and surface coatings prepared in controlled environments and state-of-art carbon dioxide refilling service. Key end markets: marine vessels, vessel life safety equipment, fishing, food, beverage, and energy related sectors.
New and emerging UK safety legislation is a significant tailwind (fire and safety, fire sprinklers, fire prevention, landfill regulations) and will benefit the group as our products and services focus on safety, security, and risk mitigation. Inherently a safety-based group, strategically we are in a beneficial position to capitalise through our comprehensive product and service offerings to meet or exceed new regulation and legislation criteria.
PRINCIPAL RISKS AND UNCERTAINTIES
RISK MANAGEMENT
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 regular basis with client contract holder and senior management attendance. This forum also provides independent oversight / safety recommendations and action register.
Safety performance reported, measured, and monitored using My Compliance, the online software tool made available to all staff, with special focus applied to NEAR MISS reporting; staff report on near misses, and reciprocal activities are then developed and planned as prevention mechanisms to proactively avoid accidents.
GROUP LOST TIME ACCIDENTS VS INDUSTRY AVERAGE IS TYPICALLY BETTER THAN INDUSTRY AVERAGE BY 20-25%
From Risk Management perspective, we utilise a structured process of identifying, assessing, and controlling threats using well developed analytical tools such as risk registers, SWOT, and PEST analytical methodology.
Risk management meetings are chaired by the senior management with managers and key personnel present. Potential risks affecting the group are considered with mitigation actions, strategies and tactics developed and recorded in action register.
Action items will be formalised and implanted using ‘management of change’ on needs basis and followed up regularly by our EH&S Manager.
We also use independent consulting / advisors to support us with capital raising, strategic methodology and specific problem solving. Typically, we have engaged with two-three independent advisors during 2025 with regular report out to group board of directors.
Town Hall Meeting(s) are held when required to report out on specific conditions affecting the group, this of course can be both opportunities and risk mitigation based on group needs to implement action items.
MARKET RISK
Diversification away from the UK Continental Shelf (UKCS) is increasingly important because the basin is mature, production is in structural decline, and fiscal and regulatory uncertainty has risen in recent years. Output from the United Kingdom Continental Shelf has been falling for decades, with higher operating costs, ageing infrastructure and decommissioning liabilities eroding margins. In addition, policy changes, such as the Energy Profits Levy, have increased earnings volatility under successive governments and reduced investor confidence in long-term capital allocation. In recognition, over the past few years Nucore has been diversifying geographically or into adjacent areas such as renewables, energy services, carbon capture or international upstream projects. The benefits can smooth cash flows, reduce regulatory concentration risk, access growth markets, and improve resilience against commodity price swings. We have been broadening our footprint beyond the UKCS not just as a growth strategy but a risk-management necessity in a transitioning global energy system, with a legal entity established in Equatorial Guinea, West Africa in April 2025. We anticipate implementing further legal entities in Angola, West Africa and Brazil, South America to offer local services, local content and tax benefits to regionally based clients. The group is growing its presence in regions where capital investment in energy is evident i.e. Guyana, South America, the Middle East, West African countries, and Brazil, South America.
PRICING VOLATILITY
We implement “cost plus” pricing with our clients and do not anticipate pricing to have a negative effect on the group's ability to secure new work as this is market driven, not group specific i.e. it affects our competition in comparable manner. Our approach is to pass supply side cost increases into selling prices and avoid gross margin deterioration. The markets we participate in tend to behave in a disciplined manner with no distressed competitors disrupting pricing equilibrium. We regard our specific market as disciplined, albeit institutional policy decisions around interest rate volatility can impact the market dynamics in short-term basis. We also have the added contractual benefit from long-term agreements, include pricing / escalation mechanism that facilitate client negotiations for price increases. There are no price reductions specifically included in in our long-term agreements.
INFLATION
Inflationary factors have been evident in the macro economy and are combining to increase prices more generally during the period, from 2.0-2.2% in first quarter and peaking during the fourth quarter at 3.4-3.5%. Primary inflationary drivers are employee wages and cost of raw materials in the supply side of the economy. The group is vigilant to these pressures and ensures that any Requests for Quotation (RFQ) to clients have a short-term validity, typically three-four weeks, before requoting. Senior managers and the commercial director manages the supply base and run competitive quoting processes, typically 2-3 quotes required dependent on DOA (Delegation of Authority) requirements.
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 (DOA), which are updated to reflect inflation during this fiscal period.
FOREIGN EXCHANGE
Contracts face value(s) GBP, USD and other major currencies, recent contracts with international client awarded in Equatorial Guinea denominated in Central African CFA franc (XAF), a widely used currency by eight countries in West Africa and institutionally pegged to the Euro. We will use natural hedging to match revenue and cost in the same currency to minimise currency fluctuation. We are also consulting with our advisors re transfer arrangements from the EG subsidiary to Nucore Group U.K Ltd from cash flow / liquidity perspective.
HSEQ & ENVIRONMENTAL SUSTAINABILITY
For more than 30 years the group has operated in safety critical and hazardous environments and locations, these include COMAH sites across the UK. COMAH sites range from oil refineries to gas storage facilities, distribution centres, beverage, food, and pharmaceutical facilities. Of which there are 950, top tier sites c350 (significant hazards) and lower tier sites c600 (broader range of industrial and storage facilities). The group has and maintains all necessary safety and industry related accreditations to perform and be compliant. We have 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 undertaken are subject to Risk Assessment Method Statements (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), which are held on file at our headquarters in Aberdeen.
Environmental sustainability, we actively market multiple systems and solutions to reduce carbon footprint: EV charging points / Hydrogen Gas installations / and LED Technology, which are all actively marketed by the group to public and private sector. Carbon footprint reduction, energy cost savings, light output increases and quality of light for employee comfort are some of the benefits. Client return on investment (ROI) is typically less than one year for LED solutions vis a vis fluorescent and incandescent lighting, with corresponding improvements in ergonomic benefits for clients, associates, and the public in those environments. EV charging and Hydrogen gas for installations for local Aberdeen transportation companies and Public Sector providers undertaken during 2025.
The group's internal target to achieve Carbon Neutral status during 2026. We also encourage external carbon emission(s) reduction projects to achieve carbon neutrality i.e. green hydrogen production. We take multi-faceted approach to carbon footprint for the community with initiative-taking marketing.
CYBER SECURITY & TRAINING
Strategic decisions implemented three-four years ago to deploy a third-party independent Information Technology Service(s) Provider, who are accredited auditor of Cyber Essentials Plus and IASME Gold. We apply these standards to the design and management of the network and infrastructure. Cyber awareness employee training is undertaken by all personnel. We have a active and ongoing program in place for all staff with secret hacker type applications to evaluate the employee’s vigilance to real live threats.
The group has the latest generation network border Firewall and Email security through premier products for filtering out spoofing, phishing, and malware from incoming emails. Ransomware, virus, and hacking attempts are prohibited by our Endpoint Detection and Response solution, Sentinel One. This incorporates a 24x7 SOC response, PC behaviour monitoring, malicious process and script detection, as well as monitoring device interactivity and preventing lateral movement across the network.
Full data backup and disaster recovery processes are in place that back up to a local device and to the cloud. Backups reported on and self-tested daily basis with live monitoring.
The group is Cyber Essentials Plus certified.
DEVELOPMENT AND PERFORMANCE
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 as a permanent new benchmark and will provide increased demand for safety related products and services across the United Kingdom over the next decade.
Our key growth drivers will also emanate from territorial diversification into global equatorial regions, this is not just as growth strategy but a risk-management necessity in a transitioning global energy system: key regions include the Equatorial Africa, Middle East, Caspian region and South America (Brazil), to supplement our legal entity established in Guyana, October 2022. All geographical locations provide applications for our mission critical products and service offering(s), typically deployed but not limited to equatorial basis.
Strategic outsourcing by OEM’s, EPC’s, Public Sector as a means to reduce cost and capitalise on supply base expertise and existing infrastructure will provide additional growth opportunities to group and our competition alike.
OUTLOOK
As we prepare the budget for the year ahead, we anticipate revenue and turnover to grow versus prior year. We have strong order book, prominent level of framework contracts, new product and service lines and a diversified client base. The group continues to be successful in winning specialist engineering overseas work, notably West Africa, the Middle East and new end client contract(s) in Brazil for a national oil company. This should enable the group to meet the higher end of the gross margin target range the group is targeting to offset the UKCS decline mentioned previously. The recent awards with Public Infrastructure grid power providers demonstrates the group's mission critical applications as cornerstones of our strategy and tactics. Our wealth of talent built over 30+ years supports securing the group's future for stakeholders.
Operational investments absorbed within the 2025 profit and loss will provide sales and operating profit in the Fire and Safety business as clients benefit from plant and equipment for cylinder and pressure vessel refurbishment, professional surface preparation and surface coatings prepared in controlled environment and state-of-art carbon dioxide refilling service. We regard this investment as competitive differentiator, we expect the group to increase sales and grow market share in the Northeast Scotland and surrounding regions.
Fire sprinkler applications were in the planning stages for international clients, public sector, and commercial clients during the year to May 25. We anticipate significant growth as client capital expenditures are increasingly allocated to safety related legislation. We anticipate this trend will continue over the coming years.
Risks and Opportunities to improve upside and mitigate downside are reviewed on a regular basis to create the best possible chance at achieving and bettering budgetary targets.
Forecasts for 2026/27 predict revenue increases 9-10% year on year based on continued market recovery and progress in new sectors, a strengthening international energy sector, new and existing client Framework Agreements and new Master Services Agreement(s) with Global Energy producers and other key clients.
Approved by the Board of Directors and signed on its behalf by:
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Michael Bryant
Director |
The directors present their annual report on the affairs of the company and the group, together with the financial statements and auditors’ report, for the financial year ended 31 May 2025.
DIVIDENDS
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The group's activities expose it to a number of financial risks including credit, currency and liquidity risks.
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.
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.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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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 2007, 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.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Group's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Group's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Hall Morrice LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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Michael Bryant
Director |
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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 group and of the profit or loss of the group for that financial 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; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and group and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Report on the audit of the financial statements
We have audited the financial statements of Nucore Group Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the financial year ended 31 May 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the accounting policies, and the related notes 1 to 22, 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 of Nucore Group Holdings Limited (the ‘company’):
* Give a true and fair view of the state of the company and group's affairs as at 31 May 2025 and of the group's loss for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
* Have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
Material uncertainty related to going concern
We draw attention to Note 1 (Accounting Policies - Going Concern) in the financial statements, which indicates that the group incurred a loss of £744k during the year ended 31 May 2025, is in a net current liabilities position of £2.2 million, and relies on its debt financing facilities. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.
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.
In connection with our audit of the financial statements, 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 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.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the 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.
In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
* The parent company financial statements are not in agreement with the accounting records and returns; or
* Certain disclosures of directors’ remuneration specified by law are not made; or
* We have not received all the information and explanations we require for our audit;
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 group and 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 group and 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 a Report of the Auditors 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.
Extent to which 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.
In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:
* Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
* Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
* Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
* Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to health and safety, employment laws and imports and exports;
* Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
* Made enquiries of management and inspected legal correspondence;
* Reviewed minutes of meetings of those charged with governance; and
* Ensured the engagement team remained alert to instances of non-compliance throughout the audit.
We identified the greatest potential for fraud in the following area, and our specific procedures performed to address it are described below:
* Calculation of percentage completion of work in progress;
• checked calculation of work in progress;
• for a sample of work in progress costs, tested to supporting documentation to confirm correct allocation of costs; and
• reviewed the post year end progress of projects to determine overall profitability.
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:
* Obtained an understanding of the entity's operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
* Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
* Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
* Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
* Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
* Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
* Tested journal entries to identify any unusual transactions;
* Performed analytical procedures to identify any significant or unusual transactions;
* Investigated the business rationale behind any significant or unusual transactions; and
* Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.
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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the 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.
For and on behalf of
Statutory Auditor
Aberdeen
AB10 1XL
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Turnover | 3 |
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| Cost of sales | (
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| Gross profit |
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| Administrative expenses | (
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| Operating loss | (
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| Interest payable and similar expenses | 4 | (
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| Loss before taxation | 5 | (
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| Tax on loss | 8 |
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| Loss for the financial year | (
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive loss | (
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The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Intangible assets | 9 |
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| Tangible assets | 10 |
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| 5,762,637 | 6,596,733 | |||
| Current assets | ||||
| Stocks | 12 |
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| Debtors | 13 |
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| Cash at bank and in hand |
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| 3,934,749 | 4,628,359 | |||
| Creditors: amounts falling due within one year | 14 | (
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| Net current liabilities | (2,205,645) | (2,433,005) | ||
| Total assets less current liabilities | 3,556,992 | 4,163,728 | ||
| Creditors: amounts falling due after more than one year | 15 | (
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| Net assets | 3,228,867 | 3,973,103 | ||
| Capital and reserves | 17 | |||
| Called-up share capital |
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| Profit and loss account |
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| Total shareholders' funds | 3,228,867 | 3,973,103 |
The financial statements of Nucore Group Holdings Limited (registered number:
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Michael Bryant
Director |
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 11 |
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| 1 | 1 | |||
| Current assets | ||||
| Debtors | 13 |
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| 1,122 | 1,122 | |||
| Net current assets | 1,122 | 1,122 | ||
| Total assets less current liabilities | 1,123 | 1,123 | ||
| Net assets | 1,123 | 1,123 | ||
| Capital and reserves | 17 | |||
| Called-up share capital |
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| Profit and loss account |
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| Total shareholders' funds | 1,123 | 1,123 |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The result of the parent company was £Nil (2024: result of £Nil).
The financial statements of Nucore Group Holdings Limited (registered number:
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Michael Bryant
Director |
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| 2025 | 2024 | ||
| £ | £ | ||
| Operating loss | (
|
(
|
|
| Adjustment for: | |||
| Depreciation and amortisation |
|
|
|
| Profit on sale of plant and equipment |
|
(
|
|
| Operating cash flows before movement in working capital |
|
(
|
|
| Decrease in stocks |
|
|
|
| Decrease/(increase) in debtors |
|
(
|
|
| Decrease in creditors | (
|
(
|
|
| Cash generated by operations |
|
(
|
|
| Income taxes received |
|
|
|
| Interest paid | (
|
(
|
|
| Net cash flows from operating activities |
|
(
|
|
| Cash flows from investing activities | |||
| Proceeds from sale of plant and machinery |
|
|
|
| Purchase of plant and machinery | (
|
(
|
|
| Acquisition of subsidiary undertaking | 13,186 | 0 | |
| Net cash flows from investing activities | (
|
|
|
| Cash flows from financing activities | |||
| (Repayment)/proceeds of bank loans | (127,453) | 1,209,519 | |
| Payment of finance leases obligations | (20,734) | (57,399) | |
| Net cash flows from financing activities | (
|
|
|
| Net increase/(decrease) in cash and cash equivalents |
|
(
|
|
| Cash and cash equivalents at beginning of year |
|
|
|
| Cash and cash equivalents at end of year |
|
|
|
| Reconciliation to cash at bank and in hand: | |||
| Cash at bank and in hand at end of year |
|
|
|
| Cash and cash equivalents at end of year |
|
|
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Nucore Group Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the group's registered office is Unit 4c The Core, Berryhill Crescent, Bridge Of Don, AB23 8AN, United Kingdom.
The principal activities are set out in the Directors’ Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
Nucore Group Holdings Limited is the parent undertaking of the Group and these consolidated financial statements are publicly available and are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group. Accordingly, in preparing the parent company information presented within these consolidated financial statements, the Company has taken advantage of the reduced disclosure exemptions available to a qualifying entity under FRS 102 in respect of:
• Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;
• Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;
• Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
• Not to disclose transactions and balances with other members of the group.
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. However, the group is reliant on its external lending facilities and has a net current liabilities of £2.2m (2024 - £2.4m), additionally the group had an overdue PAYE/NIC liability of £529k (2024 - £365k) which was fully paid in November 2025.
At the date of signing the group has not breached any debt funding covenants but has agreed a further time to pay with HMRC of £929k in February 2026 and the total liability at time of signing is £695k. Although the directors are confident the group will continue for a minimum of 12 months with the actions being put in place, these conditions, together with the group’s operating loss of £504k (2024 - £1.0m), indicate that a material uncertainty exists that may cast significant doubt on the groups’ ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.
The going concern assumption is also based upon the review of the management accounts for 2025/26, and forecasts for 2026/27. 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 2025/26 and 2026/27.
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 2025. 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.
The cost of a business combination is measured at fair value, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any 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. If the potential consideration subsequently becomes probably and reliable the additional consideration will be treated as an adjustment. Similarly if expected events do not occur the estimate will be adjusted accordingly.
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 will be 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.
Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
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. In certain cases, management applies a survey of work performed approach, based on an assessment of the physical progress of the work undertaken. 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.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
For defined contribution schemes the amounts charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the group is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the group and the group intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
| Goodwill |
|
| Computer software |
|
| Development costs |
|
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.
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.
| Leasehold improvements |
|
| Plant and machinery |
|
| Vehicles |
|
| Fixtures and fittings |
|
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
The group as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.
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. 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.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
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.
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.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
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.
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the group intends either 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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
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.
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.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that period, or in the financial year of the revision and future periods if the revision affects both current and future periods.
Breakdown by business class
An analysis of the group's turnover by class of business is set out below.
| 2025 | 2024 | ||
| £ | £ | ||
| Sales | 17,434,107 | 16,974,344 | |
| Expenses recharged | 305,403 | 278,774 | |
| 17,739,510 | 17,253,118 |
Breakdown by geographical market:
An analysis of the group's turnover by geographical market is set out below.
| 2025 | 2024 | ||
| £ | £ | ||
| UK | 12,622,942 | 13,627,185 | |
| Europe | 175,671 | 756,052 | |
| Rest of World | 4,940,897 | 2,869,881 | |
| 17,739,510 | 17,253,118 |
| 2025 | 2024 | ||
| £ | £ | ||
| Interest payable and similar expenses |
|
|
Interest payable and similar expenses
| 2025 | 2024 | ||
| £ | £ | ||
| Bank loans and overdrafts |
|
|
|
| Finance leases and hire purchase contracts |
|
|
|
| Other interest payable and similar expense |
|
|
|
|
|
|
Loss before taxation is stated after charging/(crediting):
| 2025 | 2024 | ||
| £ | £ | ||
| Depreciation of tangible fixed assets (note 10) |
|
|
|
| Amortisation of intangible assets (note 9) |
|
|
|
| Operating lease rentals |
|
|
|
| Foreign exchange losses |
|
|
|
| Gain on disposal of fixed assets |
|
(
|
|
| Fees payable to the group's auditor for the audit of the groups financial statements |
|
|
|
| Depreciation of tangible fixed assets held under finance leases (note 10) |
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Number | Number | Number | Number | ||||
| The average monthly number of employees (including directors) was: | |||||||
| Directors |
|
|
|
|
|||
| Administration |
|
|
|
|
|||
| Direct |
|
|
|
|
|||
|
|
|
|
|
Their aggregate remuneration comprised:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other retirement benefit costs |
|
|
|
| 8,067,475 | 7,623,060 |
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
| 2025 | 2024 | ||
| £ | £ | ||
| Directors' emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
| 756,015 | 604,821 |
| 2025 | 2024 | ||
| Number | Number | ||
| Members of a money purchase pension scheme |
|
|
Remuneration of the highest paid director
| 2025 | 2024 | ||
| £ | £ | ||
| Director's emoluments | 391,767 | 418,912 |
| 2025 | 2024 | ||
| £ | £ | ||
| Current tax on loss | |||
| UK corporation tax | (
|
|
|
| Total current tax | (
|
|
|
| Total tax on loss | (
|
|
The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK:
| 2025 | 2024 | ||
| £ | £ | ||
| Loss before taxation | (756,749) | (1,384,255) | |
| Tax on loss at standard UK corporation tax rate of 25% (2024: 25%) | (
|
(
|
|
| Effects of: | |||
| Expenses not deductible for tax purposes |
|
|
|
| Change in unrecognised deferred tax assets | (
|
|
|
| Adjustments in respect of prior years | (
|
|
|
| Foreign tax credits | 17,304 | 0 | |
| R&D tax expenditure and credits | 0 | 4,076 | |
| Prior year adjustment | (28,805) | 0 | |
| Total tax credit for year | (12,513) | 0 |
Changes to the UK corporation tax rates were substantively enacted as part of the 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 the at the balance sheet date (25%).
Group
| Goodwill | Computer software | Development costs | Total | ||||
| £ | £ | £ | £ | ||||
| Cost | |||||||
| At 01 June 2024 |
|
|
|
|
|||
| At 31 May 2025 |
|
|
|
|
|||
| Accumulated amortisation | |||||||
| At 01 June 2024 |
|
|
|
|
|||
| Charge for the financial year |
|
|
|
|
|||
| At 31 May 2025 |
|
|
|
|
|||
| Net book value | |||||||
| At 31 May 2025 |
|
|
|
|
|||
| At 31 May 2024 |
|
|
|
|
Group
| Leasehold improve- ments |
Plant and machinery | Vehicles | Fixtures and fittings | Total | |||||
| £ | £ | £ | £ | £ | |||||
| Cost | |||||||||
| At 01 June 2024 |
|
|
|
|
|
||||
| Additions |
|
|
|
|
|
||||
| Disposals | (
|
(
|
(
|
(
|
(
|
||||
| At 31 May 2025 |
|
|
|
|
|
||||
| Accumulated depreciation | |||||||||
| At 01 June 2024 |
|
|
|
|
|
||||
| Charge for the financial year |
|
|
|
|
|
||||
| Disposals | (
|
(
|
(
|
(
|
(
|
||||
| At 31 May 2025 |
|
|
|
|
|
||||
| Net book value | |||||||||
| At 31 May 2025 | 4,924 | 95,692 | 0 | 26,237 | 126,853 | ||||
| At 31 May 2024 | 2,374 | 136,408 | 0 | 31,774 | 170,556 | ||||
| Leased assets included above: | |||||||||
| Net book value | |||||||||
| At 31 May 2025 | 0 | 0 | 0 | 0 | 0 | ||||
| At 31 May 2024 | 0 | 34,400 | 0 | 0 | 34,400 |
The company had no tangible fixed assets at 31 May 2025 or 31 May 2024.
Company
| Investments in subsidiaries | Total | ||
| £ | £ | ||
| Cost or valuation before impairment | |||
| At 01 June 2024 |
|
|
|
| At 31 May 2025 |
|
|
|
| Carrying value at 31 May 2025 |
|
|
|
| Carrying value at 31 May 2024 |
|
|
Investments in subsidiaries
The following were subsidiary undertakings of the company:
| Name of entity | Registered office | Class of shares |
Ownership 31.05.2025 |
Ownership 31.05.2024 |
Held |
|
|
Scotland |
|
|
|
Direct |
|
|
Scotland |
|
|
|
Direct |
|
|
Scotland |
|
|
|
Direct |
|
|
Guyana |
|
|
|
Direct |
|
|
Equatorial Guinea |
|
|
|
Direct |
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.
Local regulations in Equatorial Guinea require 35% of the share capital to be held by Equatoguinean nationals or legal entities. A share trust agreement is in place under which a local partner holds 35% of the shares as nominee to satisfy this requirement. The local partner does not have substantive participating rights and the Group retains control in substance.
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Stocks |
|
|
|
| Work in progress |
|
|
|
|
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade debtors |
|
|
|
|
|||
| Other debtors |
|
|
|
|
|||
| Prepayments and accrued income |
|
|
|
|
|||
|
|
|
|
|
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Bank loans (secured) |
|
|
|
| Obligations under finance leases and hire purchase contracts (secured) |
|
|
|
| Trade creditors |
|
|
|
| Other taxation and social security |
|
|
|
| Accruals and deferred income |
|
|
|
| Other creditors |
|
|
|
|
|
|
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Bank loans and overdrafts (secured) |
|
|
A bank term loan 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 32 months from January 2025.
| Bank loans | |||
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Between one and two years |
|
|
|
| Between two and five years |
|
|
|
| After five years |
|
|
|
|
|
|
||
| On demand or within one year |
|
|
|
| 1,903,344 | 2,030,797 |
| Finance leases | |||
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Between one and two years |
|
|
|
| Between two and five years |
|
|
|
| After five years |
|
|
|
|
|
|
||
| On demand or within one year |
|
|
|
| 0 | 20,734 |
| Total borrowings including finance leases | |||
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Between one and two years |
|
|
|
| Between two and five years |
|
|
|
|
|
|
||
| On demand or within one year |
|
|
|
| 1,903,344 | 2,051,531 |
The carrying values of the group’s financial assets and liabilities are summarised by category below:
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Financial assets | |||||||
| Measured at fair value through profit or loss | |||||||
| Investment in subsidiaries | 0 | 0 | 1 | 1 | |||
| Measured at undiscounted amount receivable | |||||||
| Trade debtors (note 13) |
|
|
|
|
|||
| Other debtors (note 13) |
|
|
|
|
|||
| 2,588,714 | 2,919,045 | 1,123 | 1,123 | ||||
| Financial liabilities | |||||||
| Measured at amortised cost | |||||||
| Bank loans and other loans | (
|
(
|
|
|
|||
| Measured at undiscounted amount payable | |||||||
| Trade creditors (note 14) | (
|
(
|
|
|
|||
| Other payables (note 14) | (
|
(
|
|
|
|||
| (3,707,770) | (4,585,125) | 0 | 0 |
| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
|
|
|
|
|
|
|
|
|
| 1,122 | 1,122 | ||
| Presented as follows: | |||
| Called-up share capital presented as equity | 1,122 | 1,122 |
The Deferred shares have no voting rights and no rights to dividends.
The profit and loss reserve records the accumulated distributable profits made by the company net of distributions to shareholders.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| within one year |
|
|
|
| between one and five years |
|
|
|
| after five years |
|
|
|
| Total future minimum lease payments under non-cancellable operating leases |
|
|
Guarantees
A cross guarantee agreement is in place between Nucore Group Holdings Limited, Nucore Group Ltd, HVAC & Refrigeration Engineering Limited, and Oteac Limited.
This agreement provides mutual guarantees and security over the obligations of each company within the group in respect of certain borrowing facilities.
The Group’s borrowing arrangements include facilities with IGF Business Credit Limited, which are supported by a floating charge and negative pledge.
| Balance at 01 June 2024 | Cash flows | Balance at 31 May 2025 | |||
| £ | £ | £ | |||
| Cash at bank and in hand | 161,607 | 3,542 | 165,149 | ||
| Borrowings excluding overdrafts | ( 2,030,797) | 127,453 | ( 1,903,344) | ||
| Obligations under finance leases | ( 20,734) | 20,734 | 0 | ||
| ( 1,889,924) | 151,729 | ( 1,738,195) | |||
| Net debt | (
|
151,729 | (
|
The group has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the group is a wholly owned member.
The company was controlled throughout the current and previous year by Beechbrook Private Debt III LLP, registered in England and Wales. The ultimate controlling party of Beechbrook Private Debt III LLP is Beechbrook Capital LLP, a limited liability partnership incorporated in England and Wales.