Nuclei Limited - Limited company accounts 18.2

REGISTERED NUMBER: 03885236 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

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:

2 AC Court

High Street

Thames Ditton

Surrey

KT7 0SR

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 2017.

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

28 September 2018

The directors present their report with the financial statements of the company for the year ended 31 December 2017.

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 2017.

DIRECTORS

J Abrahams has held office during the whole of the period from 1 January 2017 to the date of this report.

Other changes in directors holding office are as follows:

R J G Lobo - resigned 27 September 2017

T S J D Regan - appointed 27 September 2017

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

28 September 2018

Opinion

We have audited the financial statements of Nuclei Limited (the 'company') for the year ended 31 December 2017 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 2017 and of its loss 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 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, 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.

Opinion 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

28 September 2018

TURNOVER

864,344

835,156

Cost of sales

3,840

1,469

GROSS PROFIT

860,504

833,687

Administrative expenses

1,088,118

777,269

(227,614

)

56,418

Other operating income

2,306

9,398

OPERATING (LOSS)/PROFIT

4

(225,308

)

65,816

Interest receivable and similar income

407

1,657

(LOSS)/PROFIT BEFORE TAXATION

(224,901

)

67,473

Tax on (loss)/profit

5

-

34,845

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(224,901

)

32,628

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(224,901

)

32,628

FIXED ASSETS

Tangible assets

6

4,852

3,291

CURRENT ASSETS

Debtors

7

312,909

343,449

Cash at bank

123,592

254,882

436,501

598,331

CREDITORS

Amounts falling due within one year

8

171,341

106,709

NET CURRENT ASSETS

265,160

491,622

TOTAL ASSETS LESS CURRENT LIABILITIES

270,012

494,913

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

269,912

494,813

SHAREHOLDERS' FUNDS

270,012

494,913

The financial statements were approved by the Board of Directors on 28 September 2018 and were signed on its behalf by:

J Abrahams - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2016

100

462,185

462,285

Changes in equity

Total comprehensive income

-

32,628

32,628

Balance at 31 December 2016

100

494,813

494,913

Changes in equity

Total comprehensive income

-

(224,901

)

(224,901

)

Balance at 31 December 2017

100

269,912

270,012

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.

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

31.12.17

31.12.16

£

£

Wages and salaries

563,722

398,368

Social security costs

61,277

44,491

Other pension costs

7,400

1,411

632,399

444,270

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

31.12.17

31.12.16

Directors

2

2

Administration

9

8

11

10

31.12.17

31.12.16

£

£

Directors' remuneration

-

-

4.	OPERATING (LOSS)/PROFIT

The operating loss (2016 - operating profit) is stated after charging:

31.12.17

31.12.16

£

£

Depreciation - owned assets

3,201

1,786

Auditors' remuneration

3,060

3,060

5.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.17

31.12.16

£

£

Current tax:

UK corporation tax

-

12,686

Adjustment for earlier years

-

22,159

Tax on (loss)/profit

-

34,845

UK corporation tax has been charged at 19% (2016 - 20%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

31.12.17

31.12.16

£

£

(Loss)/profit before tax

(224,901

)

67,473

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19% (2016 - 20%)

(42,731

)

13,495

Effects of:

Expenses not deductible for tax purposes

-

(396

)

Capital allowances in excess of depreciation

(256

)

(413

)

Adjustments to tax charge in respect of previous periods

-

22,159

year

Losses carried forward

42,987

-

Total tax charge

-

34,845

6.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2017

4,222

4,011

5,846

161,407

175,486

Additions

-

1,121

-

3,641

4,762

At 31 December 2017

4,222

5,132

5,846

165,048

180,248

DEPRECIATION

At 1 January 2017

4,222

3,351

4,334

160,288

172,195

Charge for year

-

1,014

514

1,673

3,201

At 31 December 2017

4,222

4,365

4,848

161,961

175,396

NET BOOK VALUE

At 31 December 2017

-

767

998

3,087

4,852

At 31 December 2016

-

660

1,512

1,119

3,291

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

31.12.16

£

£

Trade debtors

113,498

73,108

Amounts owed by group undertakings

148,050

210,983

Other debtors

8,033

6,533

Deferred tax asset

3,262

3,262

Prepayments & accrued income

40,066

49,563

312,909

343,449

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

31.12.16

£

£

Trade creditors

63,224

154

Tax

-

6,686

Social security and other taxes

17,172

14,846

VAT

6,204

38,010

Other creditors

19,981

-

Accruals and deferred income

64,760

47,013

171,341

106,709

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.17

31.12.16

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.

10.

RESERVES

Retained

earnings

£

At 1 January 2017

494,813

Deficit for the year

(224,901

)

At 31 December 2017

269,912

11.	ULTIMATE PARENT COMPANY

The company is a subsidiary undertaking of Regus plc, a company incorporated in Jersey with its place of central

administration (head office) in Luxembourg and accordingly being registered as a société anonyme. The

immediate parent undertaking is Regus Group Limited, a company incorporated in the United Kingdom.

The largest group in which the results of the company are consolidated is that headed by Regus plc, a company

incorporated in Jersey.

The consolidated accounts of Regus plc are available to the public and may be obtained from the Company's

website www.regus.com or from the Regus plc head office, 26 Boulevard Royal, L-2449 Luxembourg.

12.	RELATED PARTY DISCLOSURES

During the year the company made sales of £227,753 (2016 - £221,285) to Regus Management UK Limited. All

transactions were made on an arms length basis.

At the balance sheet date the company was owed £148,050 (2016 - £210,983) from Regus Management UK

Limited.

During part of the year Mr R J G Lobo, director, was also a director of Regus Group Limited, which effectively fully

owns Regus Management UK Limited.

Regus Group Limited own 49% of the issued share capital of the company.