Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31truetruetruetruetruetrue2022-12-01falsePrinicipal activity is that of a holding company00truefalsefalse SC751959 2022-11-30 SC751959 2022-12-01 2023-12-31 SC751959 2022-01-01 2022-11-30 SC751959 2023-12-31 SC751959 c:Director1 2022-12-01 2023-12-31 SC751959 c:Director1 2023-12-31 SC751959 c:Director2 2022-12-01 2023-12-31 SC751959 c:Director2 2023-12-31 SC751959 c:Director3 2022-12-01 2023-12-31 SC751959 c:Director3 2023-12-31 SC751959 c:RegisteredOffice 2022-12-01 2023-12-31 SC751959 d:CurrentFinancialInstruments 2023-12-31 SC751959 d:Non-currentFinancialInstruments 2023-12-31 SC751959 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 SC751959 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 SC751959 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-12-31 SC751959 d:ShareCapital 2022-12-01 2023-12-31 SC751959 d:ShareCapital 2023-12-31 SC751959 d:RetainedEarningsAccumulatedLosses 2022-12-01 2023-12-31 SC751959 d:RetainedEarningsAccumulatedLosses 2023-12-31 SC751959 c:OrdinaryShareClass1 2022-12-01 2023-12-31 SC751959 c:OrdinaryShareClass1 2023-12-31 SC751959 c:FRS102 2022-12-01 2023-12-31 SC751959 c:Audited 2022-12-01 2023-12-31 SC751959 c:FullAccounts 2022-12-01 2023-12-31 SC751959 c:PrivateLimitedCompanyLtd 2022-12-01 2023-12-31 SC751959 d:Subsidiary1 2022-12-01 2023-12-31 SC751959 d:Subsidiary1 1 2022-12-01 2023-12-31 SC751959 d:Subsidiary2 2022-12-01 2023-12-31 SC751959 d:Subsidiary2 1 2022-12-01 2023-12-31 SC751959 d:Subsidiary3 2022-12-01 2023-12-31 SC751959 d:Subsidiary3 1 2022-12-01 2023-12-31 SC751959 6 2022-12-01 2023-12-31 SC751959 e:PoundSterling 2022-12-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure
Registered number: SC751959














JIGSAW BIDCO LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

 
JIGSAW BIDCO LIMITED
 

COMPANY INFORMATION


Directors
T M Allan (appointed 8 February 2023)
A T Kerr (appointed 1 December 2022)
C I Welsh (appointed 1 December 2022)




Registered number
SC751959



Registered office
Blackwood House
Union Grove Lane

Aberdeen

AB10 6XU




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
JIGSAW BIDCO LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 18


 
JIGSAW BIDCO LIMITED
 

STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The principal activity of the business, is to act as a holding company. 

Business review
 
The wider group has a significant track record in the integrated EPC market for the oil and gas sector, whilst also offering bespoke equipment for the renewables sectors. 

Principal risks and uncertainties
 
General/financial
 
The Group has financial exposure through its considerable investment in facilities and a staff based workforce to perform work. As the oil price affects decisions on capital projects, the Group must prudently manage its cost base and successfully diversify into other end markets. The Group has been successful in previous oil cycles and must continue to be dynamic in its business decision making. The Group has positioned itself well for future workload in the nuclear, petrochemical, water/utilities and renewable energy sectors — as well as pursuing international opportunities in oil and gas. Financial risks can be sub divided as follows:

Liquidity risk
 
The Group policy is to ensure that sufficient liquidity is available to meet the foreseeable needs and to invest cash assets safely and profitably. Liquidity is achieved through access wider group's banking facilities.

Interest rate risk
 
The Group finances its operations through bank borrowing at floating rates. The Company policy is to borrow at the lowest rates for periods that do not carry excessive time premiums.

Credit risk
 
The Group's policy is to minimise exposure to losses of defaulting customers. Credit terms are only granted to customers who satisfy credit worthiness procedures and in certain market sectors where appropriate credit insurance can be obtained. Credit limits are reviewed by finance department staff on a regular basis in conjunction with debt ageing and collection history.

Financial key performance indicators
 
The Group considers growth as the key financial performance indicator which is monitored and reviewed by the board on a monthly basis.

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.
 
Section 172 considerations are embedded in decision making at board level with the directors holding themselves and each other to a high standard of business conduct. The directors ensure long term consequences of all key decisions are considered in detail as part of the decision making process. We have set out in the strategic report, our vision, purpose and values we also detail the risks facing our organisation and our responses to these. Information about our employee involvement is included within the Directors' report.
 
Business relationships with key stakeholders such as suppliers and customers are fundamental to the business and the directors look to ensure all decisions made at board level gives due consideration to the needs of these groups to ensure that any outcome will have mutual benefit for ourselves and our stakeholders. 

Page 1

 
JIGSAW BIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023


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



T M Allan
Director

Date: 29 November 2024

Page 2

 
JIGSAW BIDCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Results and dividends

The loss for the period, after taxation, amounted to £2,132,486.

Dividends of £NIL were paid in the period.

Directors

The directors who served during the period were:

T M Allan (appointed 8 February 2023)
A T Kerr (appointed 1 December 2022)
C I Welsh (appointed 1 December 2022)

Future developments

The directors will continue to grow the business both organically and by acquisition.

Engagement with employees

Employee involvement continues to form a crucial part of our approach to employee engagement throughout the Group.

The voice of the employee plays an integral part in our decision making therefore we hold regular engagements throughout the year to gauge what is working well and areas for continual improvement. The benefits seen in the business’ though the regular engagement with its employees are improved motivation, promotion of greater health and wellbeing, improved employee experiences and a sense of common goals.
 
The Business introduced a new initiative in the year specifically targeted at the development and growth of its employees to support career development.

Greenhouse gas emissions, energy consumption and energy efficiency action

The directors are required to report greenhouse gas ('GHG') emissions in the Directors' report, in line with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. 
Jigsaw Bidco Limited is a low energy user and has taken the low energy user exemption. 

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'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's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

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

Page 3

 
JIGSAW BIDCO LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

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





T M Allan
Director

Date: 29 November 2024

Page 4

 
JIGSAW BIDCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 
JIGSAW BIDCO LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JIGSAW BIDCO LIMITED
 

Opinion


We have audited the financial statements of Jigsaw Bidco Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the 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 Company's affairs as at 31 December 2023 and of its loss for the period 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 Company 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


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.


Page 6

 
JIGSAW BIDCO LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JIGSAW BIDCO LIMITED (CONTINUED)

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 Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 Directors' responsibilities statement set out on page 5, 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 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.


Page 7

 
JIGSAW BIDCO LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JIGSAW BIDCO LIMITED (CONTINUED)

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 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:

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
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 8

 
JIGSAW BIDCO LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JIGSAW BIDCO LIMITED (CONTINUED)

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.





Graeme Penman (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

29 November 2024
Page 9

 
JIGSAW BIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023
Note
£

  

Administrative expenses
  
(309,813)

Operating loss
  
(309,813)

Interest payable and similar expenses
 6 
(1,822,673)

Loss before tax
  
(2,132,486)

Loss for the financial period
  
(2,132,486)

There was no other comprehensive income for 2023.

The notes on pages 13 to 18 form part of these financial statements.

Page 10

 
JIGSAW BIDCO LIMITED
REGISTERED NUMBER:SC751959

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 8 
30,708,962

  
30,708,962

Current assets
  

Debtors: amounts falling due after more than one year
 9 
8,586,341

Debtors: amounts falling due within one year
 9 
73,350

  
8,659,691

Creditors: amounts falling due within one year
 10 
(7,988,004)

Net current assets
  
 
 
671,687

Total assets less current liabilities
  
31,380,649

Creditors: amounts falling due after more than one year
 11 
(18,818,859)

  

Net assets
  
12,561,790


Capital and reserves
  

Called up share capital 
 13 
14,694,276

Profit and loss account
  
(2,132,486)

  
12,561,790


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




T M Allan
Director

Date: 29 November 2024

The notes on pages 13 to 18 form part of these financial statements.

Page 11

 
JIGSAW BIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(2,132,486)
(2,132,486)

Shares issued during the period
14,694,276
-
14,694,276


At 31 December 2023
14,694,276
(2,132,486)
12,561,790

The notes on pages 13 to 18 form part of these financial statements.

Page 12

 
JIGSAW BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Jigsaw Bidco Limited is a limited liability company incorporated in Scotland. The registered office is Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK 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 management to exercise judgement in applying the Company's accounting policies (see note 3).

These financial statements cover the period from incorporation on 29 November 2022 to 31 December 2023.

The following principal accounting policies have been applied:

 
2.2

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Buchan 1 Limited as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff CF14 3UZ.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that
the company has adequate resources to continue in operational existence for the foreseeable future.
Thus the directors continue to adopt the going concern basis of accounting in preparing the financial
statements.

Page 13

 
JIGSAW BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Borrowing costs

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

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

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.

 
2.9

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.


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:
Carrying value of Investment
In assessing the carrying value of the investment, the company considers indicators of impairment annually. Where an impairment is recognised, it will reduce the value of the investment held in the balance sheet and reduce the profit for the year. 


4.


Auditor's remuneration

During the period, the Company obtained the following services from the Company's auditor and its associates:


2023
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
2,500

Page 14

 
JIGSAW BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration.


6.


Interest payable and similar expenses

2023
£


Other loan interest payable
1,822,673

1,822,673


7.


Taxation


2023
£



Tax on loss
-

Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 23.17% as set out below:

2023
£


Loss on ordinary activities before tax
(2,132,486)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.17%
(494,097)

Effects of:


Expenses not deductible for tax purposes
422,253

Unrelieved tax losses carried forward
71,844

Total tax charge for the period
-

Page 15

 
JIGSAW BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
30,708,962



At 31 December 2023
30,708,962





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Nexos Solutions Limited (formerly Global Energy (Engineering & Construction) Limited)
Blackwood House, Union Grove Lane, Aberdeen, Scotland, AB10 6XU
Ordinary
100%
Magma Products Limited*
Blackwood House, Union Grove Lane, Aberdeen, Scotland, AB10 6XU
Ordinary
100%
Torus BGP Limited*
Blackwood House, Union Grove Lane, Aberdeen, Scotland, AB10 6XU
Ordinary
50%

* Held by subsidiaries


9.


Debtors

2023
£

Due after more than one year

Amounts owed by group undertakings
8,586,341

8,586,341


2023
£

Due within one year

Other debtors
73,350

73,350


Page 16

 
JIGSAW BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

10.


Creditors: Amounts falling due within one year

2023
£

Other loans (note 12)
3,731,453

Amounts owed to group undertakings
2,256,551

Other creditors
2,000,000

7,988,004



11.


Creditors: Amounts falling due after more than one year

2023
£

Other loans (note 12)
18,818,859

18,818,859



12.


Loans


Analysis of the maturity of loans is given below:


2023
£

Amounts falling due within one year

Other loans
3,731,453

Amounts falling due 1-2 years

Other loans
18,818,859



22,550,312


Other loans represent a loan payable to a group company, split into 2 facilities. 
Facility A is a £10,000,000 loan facility with scheduled repayments which commenced in June 2023. Interest is charged on the loan at Sterling Overnight Index Average (SONIA) plus the margin which is dependent on the leverage of the lender. The year end balance comprises a capital value of £8,000,000 less prepaid arrangement fees of £119,710.
Facility B is a £15,000,000 loan facility that is repayable in one bullet payment in December 2025. Interest is charged on the loan at SONIA plus the margin which is dependent on the leverage of the lender. The year end balance comprises a capital value of £15,000,000 less prepaid arrangement fees of £329,978.
The loans are unsecured.

Page 17

 
JIGSAW BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Share capital

2023
£
Allotted, called up and fully paid


14,694,276 Ordinary shares of £1.00 each
14,694,276


During the period 14,694,276 ordinary shares were issued at par. The ordinary shares carry a right to vote and a right to dividends with no restrictions. 
The bank held a pledge over 10,694,276 of the company's shares as security over the group banking facilities.


14.


Related party transactions

The company is exempt from disclosing transactions with other wholly owned group companies under section 33 of FRS 102. During the period, the Company entered into transactions, in the normal course of business, with other related parties. Transactions entered into, and the balances outstanding at 31 December 2023, with related parties are as follows:


Transactions
Year end balance
£
£

Interest charges
(1,822,673)
-
Arrangement fees
(305,313)
-
Loan advances and repayments
-
(24,992,049)


15.


Controlling party

The company's immediate parent undertaking is Jigsaw Topco Limited, a company registered in Scotland.
The directors consider funds managed by SCF Partners Inc to be the ultimate controlling party through their controlling interest in D2Zero Limited, which controls Jigsaw Topco Limited via Buchan 1 Limited.
The smallest and largest group for which the consolidated financial statements are prepared which include Jigsaw Bidco Limited is that of Buchan 1 Limited. The group financial statements can be obtained from Companies House, Crown Way, Cardiff CF14 3UZ.


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