Puzzel Ltd - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 04124967 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

PUZZEL LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Jacob Olsen

Frederic Laziou

REGISTERED OFFICE:

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

REGISTERED NUMBER:

04124967 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Intangible assets

4

1,827,033

-

Tangible assets

5

49,244

27,119

Investments

6

693,358

1,840,453

2,569,635

1,867,572

CURRENT ASSETS

Debtors

7

2,121,008

1,221,315

Cash at bank

452,219

326,381

2,573,227

1,547,696

CREDITORS

Amounts falling due within one year

8

2,513,121

771,448

NET CURRENT ASSETS

60,106

776,248

TOTAL ASSETS LESS CURRENT LIABILITIES

2,629,741

2,643,820

CREDITORS

Amounts falling due after more than one year

9

2,056,481

2,293,132

NET ASSETS

573,260

350,688

CAPITAL AND RESERVES

Called up share capital

12

3,080,694

3,080,694

Retained earnings

(2,507,434

)

(2,730,006

)

SHAREHOLDERS' FUNDS

573,260

350,688

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2021 and were signed on its behalf by:

Jacob Olsen - Director

1.	STATUTORY INFORMATION

Puzzel Ltd 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.

The company's business address is 22 Tudor Street, London, EC4Y 0AY.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has obtained a letter of support from its parent company, Puzzel AS. The directors of Puzzel AS have provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period in excess of 12 months from the date of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

There are three main revenue streams being maintenance, traffic and change revenue. Turnover is recognised monthly based on usage.

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.

Intellectual property is being amortised evenly over its estimated useful life of 10 years.

Goodwill is being amortised evenly over its estimated useful life of 10 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost

Financial instruments

Basic Financial Instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS102.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Preparation of consolidated financial statements

The financial statements contain information about Puzzel Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken the option under Section 399 of the Companies Act 2006 not to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 35 (2019 - 21 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

Additions

1,615,000

243,000

1,858,000

At 31 December 2020

1,615,000

243,000

1,858,000

AMORTISATION

Charge for year

26,917

4,050

30,967

At 31 December 2020

26,917

4,050

30,967

NET BOOK VALUE

At 31 December 2020

1,588,083

238,950

1,827,033

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2020

34,775

Additions

78,855

At 31 December 2020

113,630

DEPRECIATION

At 1 January 2020

7,656

Charge for year

56,730

At 31 December 2020

64,386

NET BOOK VALUE

At 31 December 2020

49,244

At 31 December 2019

27,119

6.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1 January 2020

1,840,453

Additions

708,569

Impairments

(1,855,664

)

At 31 December 2020

693,358

NET BOOK VALUE

At 31 December 2020

693,358

At 31 December 2019

1,840,453

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.20

31.12.19

£

£

Trade debtors

1,102,771

634,639

Amounts owed by group undertakings

674,673

288,355

Other debtors

343,564

298,321

2,121,008

1,221,315

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.20

31.12.19

£

£

Trade creditors

211,464

287,205

Amounts owed to group undertakings

757,398

-

Taxation and social security

481,039

197,508

Other creditors & accruals

1,063,220

286,735

2,513,121

771,448

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.20

31.12.19

£

£

Other creditors

2,056,481

2,293,132

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.20

31.12.19

£

£

Within one year

118,712

352,552

Between one and five years

2,366

282,456

121,078

635,008

11.	SECURED DEBTS

Glas Trust Corporation Limited has a fixed and floating charge with negative pledge over all the assets of the company.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.20

31.12.19

value:

£

£

3,080,694

Ordinary

£1

3,080,694

3,080,694

Ordinary shares carry full and equal rights to participate in voting in all circumstances, in dividends and in capital distributions, whether on a winding up or otherwise. The shares are not redeemable.

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Ian Phipps (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

"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."

14.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

15.	DEFERRED TAX

A deferred tax asset has been recognised in respect of unrelieved tax losses, amounting to £63,069 (2019: £63,069). The recognition of the asset is appropriate because the entity is expanding their operations and has re-entered a growth phase. A period of 12 months has been assessed, being the period that can be reliably estimated, and a profit is expected.

16.	IMMEDIATE PARENT

The smallest group that Puzzel Limited's financial statements are consolidated within is Puzzel AS, a company whose registered office is: Fredrik Selmers vei, 30663, Oslo, Norway.

17.	HIVE UP OF TRADE, ASSETS AND LIABILITIES

During the year, the trade, assets and liabilities of Jigsaw Scotland Ltd and Puzzel Scotland Ltd were hived up to Puzzel Ltd.

All hived up assets and liabilities are now owned by Puzzel Ltd and are recognised on the balance sheet as at 31 December 2020.

Post hive up there are no assets or liabilities remaining in the subsidiary companies. Therefore, the investment carrying value of these subsidiary companies has been fully impaired as at the balance sheet date.