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Registered number: SC483951













RIGMAR GROUP (HOLDINGS) LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

COMPANY INFORMATION


Directors
J  A Wilson 
K W Nelson 




Registered number
SC483951



Registered office
2 Marischal Square
Broad Street

Aberdeen

AB10 1DQ




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
RIGMAR GROUP (HOLDINGS) LIMITED
 

CONTENTS



Page
Group strategic report
 
1
Directors' report
 
2
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 7
Consolidated statement of comprehensive income
 
8
Consolidated statement of financial position
 
9
Company statement of financial position
 
10
Consolidated statement of changes in equity
 
11
Company statement of changes in equity
 
12
Consolidated statement of cash flows
 
13
Consolidated analysis of net debt
 
14
Notes to the financial statements
 
15 - 36


 
RIGMAR GROUP (HOLDINGS) LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
Rigmar Group (Holdings) Limited ("the group") was incorporated on 8 August 2014 with the aim of providing market leading technical services for marine operations and asset integrity. The Group has continued to extend its offering of technical services across assets classes and geographies focusing on extending the asset life and operational uptime of clients' assets. In addition the Group has been successful in the award of contracts from clients in the expanding offshore and onshore wind sector.
On 8 September 2023, the group sold the investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished.  As a result, the directors intend to wind up the company. 

Business review
 
The Group's financial performance was significantly impacted by the COVID 19 pandemic with a number of projects delayed until restrictions could be lifted, however, it continued to trade, albeit at a reduced level of activity, with a view to taking advantage of future opportunities and has been able to add to its asset base during 2022 to utilise new technology and reduce operating costs. 

Principal risks and uncertainties
 
The principal business risks and uncertainties affecting the company are considered to relate to competition from similar business, activity levels within the oil and gas sector and the volatility in the oil price.

Financial key performance indicators
 
The directors monitor turnover, gross profit and operating profit as financial key performance indicators. In the period under review these were as follows:
Turnover - £14.1m (2021 - £9.3m)
Gross Profit - £3m (2021 - £2.6m)
Gross Profit Margin – 21% (2021 - 28%)

Other key performance indicators
 
Operational key performance indicators are billable man hours, asset utilisation and tender volumes. The directors believe that these combined with the key financial performance indicators provide sufficient information with which to assess performance.


This report was approved by the board and signed on its behalf.



................................................
K W Nelson
Director

Date: 4 August 2023

Page 1
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Results and dividends

The loss for the year, after taxation, amounted to £2,452,041 (2021 - loss £7,174,776).

The directors do not propose payment of a dividend (2021 - £nil).

Directors

The directors who served during the year were:

J  A Wilson 
K W Nelson 
W R Donaldson (resigned 15 February 2024)

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditor is aware of that information.

Future developments and post balance sheet events

On 8 September 2023, the group sold the investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished.  As a result, the directors intend to wind up the company. 

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
K W Nelson
Director

Date: 4 August 2023

Page 2
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Group's financial statements 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;

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

Page 3
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 


Opinion


We have audited the financial statements of Rigmar Group (Holdings) Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent company's affairs as at 31 December 2022 and of the Group's 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Emphasis of matter


We draw attention to note 2.3 in the financial statements, which indicate that subsequent to the year end, the directors intend to wind up the company after the sale of its investment in subsidiary companies. As stated in note 2.3, the directors have considered all the assets and liabilities at the balance sheet date and have adjusted the year end balances to reflect the amounts which they believe are recoverable.


Our opinion is not modified in respect of this matter. 


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report 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 Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 5
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.  
The laws and regulations we considered in this context were the Companies Act 2006 and UK Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: 

Management override of controls to manipulate the company’s key performance indicators to meet targets 
Timing and completeness of revenue recognition
Management judgement applied in calculating provisions 
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading 

Our audit procedures to respond to these risks included: 

Testing of journal entries and other adjustments for appropriateness 
Evaluating the business rationale of significant transactions outside the normal course of business 
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias 
Enquiries of management about litigation and claims and inspection of relevant correspondence 
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations 
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 


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 Auditor's report.


Page 6
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

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 2006Our 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 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 company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.








James Pirrie (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

7 August 2023
Page 7
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
14,118,281
9,302,174

Cost of sales
  
(11,143,605)
(6,708,831)

Gross profit
  
2,974,676
2,593,343

Administrative expenses
  
(4,558,376)
(4,839,642)

Other operating income
  
-
46,141

Operating loss
 5 
(1,583,700)
(2,200,158)

Impairment of goodwill
  
-
(4,121,251)

Interest payable and expenses
 9 
(868,341)
(853,367)

Loss before taxation
  
(2,452,041)
(7,174,776)

Tax on loss
 10 
-
-

Loss for the financial year
  
(2,452,041)
(7,174,776)

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 15 to 36 form part of these financial statements.

Page 8
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
REGISTERED NUMBER:SC483951

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 13 
411,508
494,506

  
411,508
494,506

Current assets
  

Debtors
 15 
5,226,468
3,085,056

Cash at bank and in hand
 16 
313,823
1,028,424

  
5,540,291
4,113,480

Creditors: amounts falling due within one year
 17 
(22,899,998)
(19,104,144)

Net current liabilities
  
 
 
(17,359,707)
 
 
(14,990,664)

Total assets less current liabilities
  
(16,948,199)
(14,496,158)

Provisions for liabilities
  

Net liabilities
  
(16,948,199)
(14,496,158)


Capital and reserves
  

Called up share capital 
 20 
20,098
20,098

Share premium account
  
17,068,774
17,068,774

Profit and loss account
  
(34,037,071)
(31,585,030)

  
(16,948,199)
(14,496,158)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
K W Nelson
Director

Date: 4 August 2023

The notes on pages 15 to 36 form part of these financial statements.

Page 9
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
REGISTERED NUMBER:SC483951

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 14 
1
1

  
1
1

Current assets
  

Debtors
 15 
2,961
2,961

  
2,961
2,961

Creditors: amounts falling due within one year
 17 
(7,372,158)
(7,044,983)

Net current liabilities
  
 
 
(7,369,197)
 
 
(7,042,022)

Total assets less current liabilities
  
(7,369,196)
(7,042,021)

  

  

Net liabilities
  
(7,369,196)
(7,042,021)


Capital and reserves
  

Called up share capital 
 20 
20,098
20,098

Share premium account
  
17,068,774
17,068,774

Profit and loss account
  
(24,458,068)
(24,130,893)

  
(7,369,196)
(7,042,021)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
K W Nelson
Director

Date: 4 August 2023

The notes on pages 15 to 36 form part of these financial statements.

Page 10
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
20,098
17,068,774
(24,410,254)
(7,321,382)


Comprehensive income for the year

Loss for the year
-
-
(7,174,776)
(7,174,776)



At 1 January 2022
20,098
17,068,774
(31,585,030)
(14,496,158)


Comprehensive income for the year

Loss for the year
-
-
(2,452,041)
(2,452,041)


At 31 December 2022
20,098
17,068,774
(34,037,071)
(16,948,199)


The notes on pages 15 to 36 form part of these financial statements.

Page 11
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
20,098
17,068,774
-
17,088,872


Comprehensive income for the year

Loss for the year
-
-
(24,130,893)
(24,130,893)



At 1 January 2022
20,098
17,068,774
(24,130,893)
(7,042,021)


Comprehensive income for the year

Loss for the year
-
-
(327,175)
(327,175)


At 31 December 2022
20,098
17,068,774
(24,458,068)
(7,369,196)


The notes on pages 15 to 36 form part of these financial statements.

Page 12
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Loss for the financial year
(2,452,041)
(7,174,776)

Adjustments for:

Amortisation of intangible assets
-
1,502,454

Depreciation of tangible assets
172,136
167,385

Loss on disposal of tangible assets
61,422
-

Government grants
-
(46,141)

Interest paid
868,341
853,367

(Increase) in debtors
(2,182,861)
(139,710)

Decrease in amounts owed by participating ints
41,449
-

Increase in creditors
3,689,837
535,598

Impairment of goodwill
-
4,121,251

Net cash generated from operating activities

198,283
(180,572)


Cash flows from investing activities

Purchase of tangible fixed assets
(150,560)
(316,405)

Government grants received
-
46,141

Net cash from investing activities

(150,560)
(270,264)

Cash flows from financing activities

New secured loans
106,017
16,998

Interest paid
(868,341)
-

Net cash used in financing activities
(762,324)
16,998

Net (decrease) in cash and cash equivalents
(714,601)
(433,838)

Cash and cash equivalents at beginning of year
1,028,424
1,462,262

Cash and cash equivalents at the end of year
313,823
1,028,424


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
313,823
1,028,424

313,823
1,028,424


The notes on pages 15 to 36 form part of these financial statements.

Page 13
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2022




At 1 January 2022
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

1,028,424

(714,601)

313,823

Debt due within 1 year

(12,543,579)

(108,991)

(12,652,570)

Finance leases

(22,464)

-

(22,464)


(11,537,619)
(823,592)
(12,361,211)

The notes on pages 15 to 36 form part of these financial statements.

Page 14
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Rigmar Group (Holdings) Limited is a company incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ. 
The principal activities of the group are the provision of technical services for marine operations and asset integrity.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of group and its own subsidiaries ("the group") as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 15
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Going concern

On 8 September 2023, the group sold the investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished.   
As a result, the directors intend to wind up both Rigmar Group Holdings Limited and Lionel Midco Limited.  The directors have considered the carrying value of all the assets and liabilities at the balance sheet date and have adjusted the year end balances to reflect the amounts which they believe are recoverable. Given the circumstances set out, the directors consider the balance sheet to represent an accurate picture of the company's financial position and that no further adjustments are required in this respect.
The Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") subgroup was purchased by Interocean Holdings Limited.  Financial projections have been prepared for the subgroup for 2024 which anticipate improving market conditions. The financial statements have been prepared on a going concern basis due to the provision of a revolving credit facility and other support provided by their investors as part of the group restructure.
The directors remain confident that the subgroup can continue to operate as a going concern. This assessment is based on the understanding that the wider group will continue to trade over the coming months and that the ultimate controlling party, The Lamia Trust, will continue to support the Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") subgroup to meet its liabilities as they fall due for at least 12 months from the date of these financial statements.. 

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Long term contracts
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses.  Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

Page 16
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.5

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life of ten years.

 
2.6

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

Depreciation is provided on the following basis:

Land & buildings
-
1% on cost
Short-term leasehold property
-
20% on cost
Plant and machinery
-
10 - 33% on cost
Motor vehicles
-
50% on cost
Fixtures and fittings
-
20% - 50% on cost
Office equipment
-
50% 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 in profit or loss.

 
2.7

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 17
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Stocks

Consumable supplies (“consumables”), in the form of material or supplies to be consumed in the rendering of services, are expensed to income as and when they are purchased.  Such supplies have no resale value and are used, for no consideration, by the company in the rendering of services. Such consumables are used in the rendering of services when they are acquired and are not recognised as stocks as they are not used for more than one accounting period.
When such consumables are held and expected to provide future economic benefits they are recognised as stocks and valued at the lower of cost and realisable value.

 
2.10

Debtors

Short-term 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.

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 18
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.12

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially
Page 19
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.12
Financial instruments (continued)

recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.13

Creditors

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

 
2.14

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

Page 20
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.15

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Exchange gains and losses are recognised in the Statement of Comprehensive Income. 

 
2.16

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.17

Operating leases: the Group as lessee

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

  
2.18

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in the Consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
The group contributes to a defined contributions pension scheme. The assets of the scheme are held seperately from those of the group in an independently administered fund.

 
2.19

Borrowing costs

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

Page 21
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.20

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.21

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 22
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements, requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of financial position date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements.
Taxation
The group establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions are based on various factors, such as experience with previous tax authorities and differing interpretations of tax regulations by the company and the tax authority. 
Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
Impairment of debtors
The group makes an assessment of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors and historical experience. See Note 16 for the net carrying amount of the debtors and associated impairment provisions.
Carrying value of goodwill
The group assesses annually whether goodwill has been impaired.  Management assess the carrying value of goodwill using a number of factors including the trading performance of the company's which generated the goodwill on acquisition and the company's future cash flow projections discounted appropriately.  One of the key assumptions which underpins this assessment is the group anticipating improving market conditions. See note 2.5 for management's judgement on the uncertainty of these assumptions and note 11 for the net carrying amount of goodwill and associated impairment provisions.

Page 23
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

An analysis of turnover by class of business is as follows:


2022
2021
£
£

Provision of engineering works
5,750,504
2,687,024

Provision of marine consultancy and offshore services
8,367,777
6,615,150

14,118,281
9,302,174


Analysis of turnover by country of destination:

2022
2021
£
£

United Kingdom
14,118,281
4,989,355

Rest of Europe
-
168,189

Rest of the world
-
4,144,630

14,118,281
9,302,174



5.


Operating loss

The operating (loss)/profit is stated after charging/(crediting):

2022
2021
£
£

Depreciation of tangible fixed assets
172,136
167,385

Amortisation of goodwill
-
1,502,454

Impairment of intangible assets
-
4,121,251

Exchange differences
72,402
36,455

Operating lease rentals
100,808
136,528


6.


Auditor's remuneration

During the year, the Group obtained the following services from the company's auditor:


2022
2021
£
£

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements
63,000
48,500

Fees payable to the company's auditor in respect of:

Other services relating to taxation
18,500
23,220

All other services
13,754
11,244

Page 24
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
3,503,575
3,034,911
-
-

Social security costs
404,785
340,045
-
-

Cost of defined contribution scheme
90,179
73,214
-
-

3,998,539
3,448,170
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2022
        2021
            No.
            No.







Management
2
2



Administration
29
33



Engineering, onshore and mooring
19
17



Towmaster
-
2

50
54


8.


Directors' and key management remuneration




During the year retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £110,000 (2021 - £99,424).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,350 (2021 - £7,350).

The total remuneration of staff classed as key management during the year was £87,500 (2021 - £95,940).


9.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
3,305
-

Other loan interest payable
865,036
853,367

868,341
853,367

Page 25
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Taxation


2022
2021
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Profit on ordinary activities before tax
(2,452,041)
(7,174,776)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(465,888)
(1,363,207)

Effects of:


Expenses not deductible for tax purposes
2,700
461

Fixed asset differences
377,497
(12,806)

Other timing differences leading to an increase (decrease) in taxation
(349,240)
(1,402,717)

Non-taxable income
(104,450)
(91)

Adjustments to deferred tax rates
262,676
(1,448,423)

Deferred tax not recognised
276,705
4,226,783

Total tax charge for the year
-
-


Factors that may affect future tax charges

The corporation and deferred tax balances have been calculated based on the expected future tax rate, substantively enacted at the balance sheet date, of 19%. Since the balance sheet date, the corporation tax rate in the UK increased to 25%, effective from 1 April 2023.  

Page 26
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2022
15,088,479



At 31 December 2022

15,088,479



Amortisation


At 1 January 2022
15,088,479



At 31 December 2022

15,088,479



Net book value



At 31 December 2022
-



At 31 December 2021
-




12.


Parent company profit for the year

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 loss after tax of the parent company for the year was £327,175 (2021 - loss £24,130,893).

Page 27
 

 

RIGMAR GROUP (HOLDINGS) LIMITED
 
 
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022


13.


Tangible fixed assets


Group







Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment

£
£
£
£
£



Cost or valuation


At 1 January 2022
221,151
1,836,487
10,782
300,091
973,561


Additions
-
147,749
-
-
2,811


Disposals
-
(342,936)
-
-
(19,660)



At 31 December 2022

221,151
1,641,300
10,782
300,091
956,712



Depreciation


At 1 January 2022
213,105
1,409,980
10,782
283,408
930,291


Charge for the year on owned assets
3,860
143,801
-
921
23,554


Disposals
-
(301,174)
-
-
-



At 31 December 2022

216,965
1,252,607
10,782
284,329
953,845



Net book value



At 31 December 2022
4,186
388,693
-
15,762
2,867



At 31 December 2021
8,046
426,507
-
16,683
43,270
Page 28 
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

           13.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 1 January 2022
3,342,072


Additions
150,560


Disposals
(362,596)



At 31 December 2022

3,130,036



Depreciation


At 1 January 2022
2,847,566


Charge for the year on owned assets
172,136


Disposals
(301,174)



At 31 December 2022

2,718,528



Net book value



At 31 December 2022
411,508



At 31 December 2021
494,506

Page 29
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
10,963,690



At 31 December 2022
10,963,690



Impairment


At 1 January 2022
10,963,689



At 31 December 2022

10,963,689

Page 30
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Principal activity

Class of shares

Holding

Lionel Midco Limited
Holding company
Ordinary
100%
Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited")
Management company
Ordinary
100%
Rigmar Services Limited
Supply of engineering works and non-destructive testing on oil rigs and civil engineering projects
Ordinary
100%
Interocean Marine Services Limited
Marine consultancy and offshore services to the worldwide oil and gas renewables market
Ordinary
100%
Rigmar Fabrication Limited
In liquidation
Ordinary
100%
Interocean Marine Services (Canada) Incorporated
Marine consultancy and offshore services to the worldwide oil and gas renewables market
Ordinary
100%
Rigmar Middle East Oil Field Services L.L.C
Consultancy and offshore services to the worldwide oil and gas market
Ordinary
100%
Rigmar Marine Consultancy DMCC
Marine consultancy and offshore services to the worldwide oil and gas market
Ordinary
100%
Sphere Offshore Solutions Inc
Consultancy and offshore services to the worldwide oil and gas market
Ordinary
100%
Terraocean Limited
Renewables company
Ordinary
100%

All investments in subsidiaries are held via Lionel Midco Limited.

Page 31
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2022 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Lionel Midco Limited
14,601,841
(2,009,503)

Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited")
(5,383,988)
-

Rigmar Services Limited
14,829,271
(724,425)

Interocean Marine Services Limited
(2,458,436)
(617,916)

Rigmar Fabrication Limited
260,637
-

Interocean Marine Services (Canada) Incorporated
202,880
115,731

Rigmar Middle East Oil Field Services L.L.C
168,183
(35,060)

Rigmar Marine Consultancy DMCC
406,153
(104,087)

Sphere Offshore Solutions Inc
30,802
(56,802)

Terraocean Limited
679,104
(684,474)

All investments in subsidiaries are held via Lionel Midco Limited.
On 8 September 2023, Lionel Midco Limited sold its investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration.


15.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£



Trade debtors
2,687,968
2,202,460
-
-

Amounts owed by related parties
76,953
118,402
-
-

Other debtors
780,465
264,357
2,961
2,961

Prepayments and accrued income
1,681,082
499,837
-
-

5,226,468
3,085,056
2,961
2,961


The amounts owed by group undertakings relate to unsecured intercompany loan notes. Interest is charged at 5% per annum. The loan notes were repayable at par on 31 December 2021. The loan note holders can request repayment at certain specified dates prior to 31 December 2021. These loan notes are subject to an inter creditor agreement between the loan lender and group companies, the terms of which prevent any repayment of loan notes if such payment would constiture a breach in terms of the inter creditor agreement.
On 8 September 2023, the company sold the investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished.  

Page 32
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

16.


Cash and cash equivalents

Group
Group
2022
2021
£
£

Cash at bank and in hand
313,823
1,028,424

313,823
1,028,424



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Bank loans
146,017
40,000
-
-

Other loans
12,266,774
12,266,774
5,341,170
5,341,170

Trade creditors
2,358,766
1,366,141
-
-

Amounts owed to other participating interests
111,538
42,500
-
-

Corporation tax
6
6
-
-

Other taxation and social security
1,552,231
529,825
-
-

Obligations under finance lease and hire purchase contracts
22,464
22,464
-
-

Other creditors
360,223
376,234
-
-

Accruals and deferred income
6,081,979
4,460,200
2,030,988
1,703,813

22,899,998
19,104,144
7,372,158
7,044,983


On 8 September 2023, the group sold the investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished.

Page 33
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

18.


Financial instruments

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
313,823
1,028,424
-
-

Financial assets that are debt instruments measured at amortised cost
3,545,385
2,926,924
2,961
2,961

3,859,208
3,955,348
2,961
2,961


Financial liabilities

Financial liabilities measured at amortised cost
(8,946,984)
(18,477,185)
(7,372,158)
(7,044,983)


Financial assets measured at fair value through profit or loss comprise cash at bank.


Financial assets that are measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors and accrued income.


Financial liabilities measured at amortised cost comprise trade creditors, accruals, other creditors, amounts owed by group undertakings and bank overdrafts.


19.


Deferred taxation

Tax losses are available to carry forward. The deferred tax asset on these losses has not been recognised due to uncertainty over its future recoverability. 


20.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



10,964 (2021 - 10,964) A Ordinary shares of £1.00 each
10,964
10,964
2,680 (2021 - 2,680) B Ordinary shares of £1.00 each
2,680
2,680
550 (2021 - 550) D Ordinary shares of £1.00 each
550
550
1,718 (2021 - 1,718) M1 shares of £1.00 each
1,718
1,718
743 (2021 - 743) M2 shares of £1.00 each
743
743
3,443 (2021 - 3,443) Preferred shares of £1.00 each
3,443
3,443

20,098

20,098


Page 34
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

21.


Pension commitments

The group contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £90,178 (2021 - £73,214). Contributions of £19,442 (2021 - £18,310) were payable to the fund at the period end and are included in creditors.


 
22.
 

Securities
 
The company provided a cross guarantee to Lionel Midco Limited, Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited"), Rigmar Services Limited, Interocean Marine Services Limited and Rigmar Fabrication Limited which was supported by a bond and floating charge over all assets of the group in respect of indebtedness under the group funding facilities. 
As 31 December 2022 the total indebtedness in respect of this guarantee was £6,625,205 (2021 - £6,625,205).
The company provided a second ranking floating charge over all assets of the group in respect of the indebtedness under the £1,525,000 of convertible loan notes issued during 2016 and 2017.
The guarantees were extinguished as part of the group restructure on 8 September 2023.





23.


Commitments under operating leases

At 31 December 2022 the group  had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
170,000
234,000

Later than 1 year and not later than 5 years
56,667
294,442

Total
226,667
528,442

The company had no commitments under the non-cancellable operating leases as at the reporting date.

Page 35
 

 
RIGMAR GROUP (HOLDINGS) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

24.


Related party transactions

Control
Throughout the year the company was controlled by the directors.
Transactions
ole44de.png
The company has taken advantage of FRS 102 section 33 paragraph (a), which allows exemption from disclosure of related party transactions with other wholly owned group companies.
 

25.


Post balance sheet events

On 8 September 2023, the group sold the investment in Interocean Group Services Limited (Formerly known as "Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished.  As a result, the directors intend to wind up the company. 


26.


Controlling party

The company's controlling party is EG Momentum L.P., a company incorporated in Guernsey.


Page 36