Nuclei Limited - Limited company accounts 20.1

REGISTERED NUMBER: 03885236 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

NUCLEI LIMITED

TRADING AS

EASY OFFICES UK

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

J Abrahams

T S J D Regan

SECRETARY:

A de Wet Steyn

REGISTERED OFFICE:

Ground Floor

Egerton House

68 Baker Street

Weybridge

Surrey

KT13 8AL

REGISTERED NUMBER:

03885236 (England and Wales)

AUDITORS:

Riches & Company

Chartered Accountants & Registered Auditors

34 Anyards Road

Cobham

Surrey

KT11 2LA

BANKERS:

Barclays Bank Plc

6 Clarence Street

Kingston-upon-Thames

Surrey

KT1 1NY

The directors present their strategic report for the year ended 31 December 2019.

REVIEW OF BUSINESS

The results for the year and financial position of the company are as shown in the annexed financial statements.

ON BEHALF OF THE BOARD:

J Abrahams - Director

17 December 2020

The directors present their report with the financial statements of the company for the year ended 31 December 2019.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of sourcing flexible office space solutions.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2019.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

J Abrahams

T S J D Regan

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Riches & Company, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Abrahams - Director

17 December 2020

Opinion

We have audited the financial statements of Nuclei Limited (the 'company') for the year ended 31 December 2019 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:

-	give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' 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.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Richard Bolton (Senior Statutory Auditor)

for and on behalf of Riches & Company

Chartered Accountants & Registered Auditors

34 Anyards Road

Cobham

Surrey

KT11 2LA

17 December 2020

TURNOVER

2,006,246

746,493

Administrative expenses

1,808,972

913,668

197,274

(167,175

)

Other operating income

1,490

2,596

OPERATING PROFIT/(LOSS)

4

198,764

(164,579

)

Interest receivable and similar income

69

543

PROFIT/(LOSS) BEFORE TAXATION

198,833

(164,036

)

Tax on profit/(loss)

5

(36,398

)

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

235,231

(164,036

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

235,231

(164,036

)

FIXED ASSETS

Intangible assets

6

11,464

-

Tangible assets

7

3,561

3,096

15,025

3,096

CURRENT ASSETS

Debtors

8

847,686

238,395

Cash at bank

430,321

125,774

1,278,007

364,169

CREDITORS

Amounts falling due within one year

9

951,825

261,289

NET CURRENT ASSETS

326,182

102,880

TOTAL ASSETS LESS CURRENT LIABILITIES

341,207

105,976

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

11

341,107

105,876

SHAREHOLDERS' FUNDS

341,207

105,976

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2020 and were signed on its behalf by:

J Abrahams - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2018

100

269,912

270,012

Changes in equity

Total comprehensive income

-

(164,036

)

(164,036

)

Balance at 31 December 2018

100

105,876

105,976

Changes in equity

Total comprehensive income

-

235,231

235,231

Balance at 31 December 2019

100

341,107

341,207

1.	STATUTORY INFORMATION

Nuclei Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Report Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.

Information on the impact first-time adoption of FRS 102 is given in note 13.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of these financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and expectations of future events believed to be reasonable.

The directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the financial statements:

Revenue recognition

The majority of quoted works have a term greater than one month. An assessment is made of the stage of completion at a period end, requiring an element of judgement.

Estimation of useful life

The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives of all assets are determined at the time the assets is acquired and reviewed at least annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

Turnover

Turnover represents net invoiced sales of services, excluding value added tax.

Revenue is recognised as turnover when the services are provided.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Repairs and maintenance are charged to the profit and loss account during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful life range is as follows:

Plant and machinery

-

33% on cost

Fixtures and fittings

-

25% on cost

Computer equipment

-

33% on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'other operating income' in the statement of comprehensive income.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.

The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Debtors

Debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Creditors

Creditors are measured at the transaction price. Other financial liabilities including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised costs are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at amortised costs, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between as asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is a intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.	EMPLOYEES AND DIRECTORS

31.12.19

31.12.18

£

£

Wages and salaries

654,268

656,543

Social security costs

66,784

68,666

Other pension costs

26,424

10,799

747,476

736,008

The average number of employees during the year was as follows:

31.12.19

31.12.18

Directors

2

2

Administration

15

9

17

11

31.12.19

31.12.18

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT/(LOSS)

The operating profit (2018 - operating loss) is stated after charging:

31.12.19

31.12.18

£

£

Depreciation - owned assets

2,961

2,983

Computer software amortisation

1,634

-

Auditors' remuneration

3,428

3,060

Foreign exchange differences

16,748

-

5.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

31.12.19

31.12.18

£

£

Deferred tax

(36,398

)

-

Tax on profit/(loss)

(36,398

)

-

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.19

31.12.18

£

£

Profit/(loss) before tax

198,833

(164,036

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 19% (2018 - 19%)

37,778

(31,167

)

Effects of:

Expenses not deductible for tax purposes

682

-

Utilisation of tax losses

(38,460

)

31,167

Deferred tax movement

(36,398

)

-

Total tax credit

(36,398

)

-

6.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

Additions

13,098

At 31 December 2019

13,098

AMORTISATION

Amortisation for year

1,634

At 31 December 2019

1,634

NET BOOK VALUE

At 31 December 2019

11,464

7.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2019

4,222

5,132

5,846

166,275

181,475

Additions

-

1,086

-

2,340

3,426

At 31 December 2019

4,222

6,218

5,846

168,615

184,901

DEPRECIATION

At 1 January 2019

4,222

4,758

5,351

164,048

178,379

Charge for year

-

749

495

1,717

2,961

At 31 December 2019

4,222

5,507

5,846

165,765

181,340

NET BOOK VALUE

At 31 December 2019

-

711

-

2,850

3,561

At 31 December 2018

-

374

495

2,227

3,096

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

£

£

Trade debtors

328,027

181,574

Amounts owed by group undertakings

150,598

-

Other debtors

6,533

6,533

Tax

35,340

-

VAT

104,033

-

Deferred tax asset

39,660

3,262

Prepayments and accrued income

183,495

47,026

847,686

238,395

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

£

£

Trade creditors

3,459

15,329

Amounts owed to group undertakings

787,978

69,015

Social security and other taxes

17,074

15,340

VAT

-

29,237

Other creditors

53,627

22,184

Accruals and deferred income

89,687

110,184

951,825

261,289

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.19

31.12.18

value:

£

£

49

Ordinary A

£1.00

49

49

51

Ordinary B

£1.00

51

51

100

100

Ordinary A & Ordinary B shares carry the same rights apart from Ordinary B shares have no rights to receive any dividend, distribution or other income of the Company.

11.

RESERVES

Retained

earnings

£

At 1 January 2019

105,876

Profit for the year

235,231

At 31 December 2019

341,107

12.	ULTIMATE PARENT COMPANY

13.	POST BALANCE SHEET EVENTS

Since 31 December 2019, in common with many other companies, the outbreak of COVID-19 in the UK and the measures being taken to control its spread, have had an impact on the company's business. The company has taken advantage of Government assistance programmes including the use of the Job Retention Scheme as well as other measures to control the cash flows of the company.

The company has determined that these events are non-adjusting post balance sheet events. Accordingly, the financial position as at and results of operations for the year ended 31 December 2019 have not been adjusted to reflect their impact. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. It is not possible to reliably estimate the duration and severity of these consequences, as well as their impact on the financial position and results of the company for future periods.