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REGISTERED NUMBER: 04124967 (England and Wales)













Strategic Report, Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

PUZZEL LTD

PUZZEL LTD (REGISTERED NUMBER: 04124967)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Statement of Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Cash Flow Statement 11

Notes to the Cash Flow Statement 12

Notes to the Financial Statements 13


PUZZEL LTD

Company Information
for the Year Ended 31 December 2024







DIRECTORS: Frederic Laziou
Stephen John Grist





REGISTERED OFFICE: Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG





REGISTERED NUMBER: 04124967 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Strategic Report
for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES
Puzzel Ltd is part of the Puzzel AS group of companies and sells and implements the group’s multi channel Software-as-a-Service (SaaS) customer engagement platform to, primarily UK-based customers. The group has introduced innovative technology that helps customers succeed with customer service across all channels through a best-in-class user interface that engages our customers' employees. The group has also acquired and integrated complementary businesses to further expand the breadth of Puzzel’s services, most recently the AI-centric business in Denmark, SupWiz and Capturi.

REVIEW OF BUSINESS
Puzzel Ltd’s total revenue has grown by 2% in the year (2024 - £15.6m; 2023 - £15.3m). Revenue from third parties grew by 12% following the 2023 restructuring of the company’s Go To Market strategy. For all of 2024, the company’s sales efforts have been focused on a vertical structure, with a focus on its key industries of Financial Services, Local Government and Utilities, and the company added to its customer base in all these industries during 2024. The company’s revenue from other group companies was 21% lower than in 2023, reflecting the application of the Group’s transfer pricing arrangements.

The company’s gross profit margin on third party sales was 79% in each of 2024 and 2023, reflecting that the company’s unit economics are broadly consistent year on year. This led to an increase of 5% in gross profit (2024 - £9.8m; 2023 - £9.3m).

Puzzel’s administrative expenses showed a 2% year on year increase, with increases in salaries and travel being offset by reductions in rental costs, consulting fees and bad debt expense. Consequently, the 5% higher gross profit and modest increases in administrative costs generated an operating profit for the year of £0.7m compared with a £0.4m in 2023.

At the year end, the company had net assets of £0.8m compared to net liabilities of £0.1m in 2023. The largest component (£3.9m) of the company’s liabilities is deferred income, or the obligation to continue to perform services for its customers. This liability is not payable in cash. The Directors have forecast that there are sufficient resources in the company to continue with its current strategy. In further support of that, Puzzel Ltd. has received a letter of support from its immediate parent.

PRINCIPAL RISKS AND UNCERTAINTIES
Puzzel Ltd operates in a competitive but growing market and is exposed to market risks that may affect its financial results and cash flows. The market risk arises from the potential changes in demand for our customer engagement solution due to evolving customer needs, competitive pressures, technological advancements, and economic conditions. The growth in this market is mostly driven by cloud-native players such as the company winning share over legacy on-premise solutions due to superior offering and capabilities.

To mitigate the market risks, the company relies on the Puzzel AS group continuing to invest in research and development and in acquisitions of the latest technology to stay ahead of market trends and customer requirements. The group also diversifies its product offerings and focuses on building long term relationships with its customers to ensure a stable revenue stream. Puzzel Ltd’s customers are diversified by vertical sector and size and the Directors consider the customer base to be well-balanced. As at the date of these financial statements, the Directors believe that the Company’s market risk exposure is manageable and are comfortable that the current market conditions do not materially impact its operations.

The Company is exposed to interest rate risk, which arises from fluctuations in market interest rates that may affect the Company's financial results and cash flows. The Company’s exposure to interest rate risk is primarily related to debt to other companies within the Group and on lease agreements. The Company ensures that the level of debt and its maturity profile are appropriate, and the interest cost is managed efficiently.


PUZZEL LTD (REGISTERED NUMBER: 04124967)

Strategic Report
for the Year Ended 31 December 2024

FUTURE DEVELOPMENTS
The Company plans to continue to focus its commercial efforts on its key vertical markets in the UK and to continue to invest in its commercial team. The recent acquisitions that the Group has made will also enhance the Company’s offerings and opportunities for upsell and cross-sell in the increasingly important AI space. Based on the Company’s recent sales into key verticals, the Company believes that the secular trend of shifting from on-premise solutions to cloud-based contact centres will continue to provide market growth, while a general industry trend towards incorporating GenAI into solutions will position the Company for further growth.

ON BEHALF OF THE BOARD:





Stephen John Grist - Director


25 February 2025

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the delivery of advanced network based customer interaction management solutions, with focus on inbound telephony to call centres and corporations with extensive inbound telephony, or who require a high degree of customer service.

DIVIDENDS
No dividends have been distributed for the year ended 31 December 2024 or 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Frederic Laziou
Stephen John Grist

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

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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

AUDITORS
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





Stephen John Grist - Director


25 February 2025

Report of the Independent Auditors to the Members of
Puzzel Ltd

Opinion
We have audited the financial statements of Puzzel Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
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 and one day 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Independent Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Puzzel Ltd


Matters on which we are required to report by exception
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Strategic Report and the Report of the Directors that are inconsistent with our overall view of the financial statements.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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 it detailed below:

Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration.

Enquiring of management concerning policies and procedures relating to:
1. Complying with laws and regulations and whether there were any instances of non-compliance;
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.

Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:
1. Management override;
2. Revenue recognition.

Discussing within the engagement team, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law.

Report of the Independent Auditors to the Members of
Puzzel Ltd



Audit response to the risks identified
As noted above, we identified management override and revenue recognition as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

1. Review of the nominal ledger and a journal review, with any entries which are unusual investigated to ensure there is no evidence of management override;
2. Review of a sample of sales from an external ledger, verifying the sales selected through to sales contracts and invoices, to ensure sales are legitimate and recognised in the correct accounting period.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:

1. Review the disclosures in the financial statements through completion of a disclosure checklist and testing supporting documentation to assess compliance with the Companies Act 2006;
2. Safeguard review of the accounts by a qualified accountant not associated with the audit team, and of the corporation tax by a Chartered Tax Adviser not associated with the audit team;
3. Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist;
4. Checking a sample of compliance with right to work checks and reviewing legal fees for indications of material issues arising out of non-compliance with employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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




Ian Phipps (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

25 February 2025

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Statement of Comprehensive
Income
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

TURNOVER 3 15,579,928 15,309,468

Cost of sales 5,822,988 6,017,575
GROSS PROFIT 9,756,940 9,291,893

Administrative expenses 9,033,609 8,855,393
723,331 436,500

Other operating income - 250
OPERATING PROFIT 6 723,331 436,750

Interest receivable and similar income 404,386 109,998
1,127,717 546,748

Interest payable and similar expenses 7 309,773 376,848
PROFIT BEFORE TAXATION 817,944 169,900

Tax on profit 8 (128,980 ) -
PROFIT FOR THE FINANCIAL YEAR 946,924 169,900

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

946,924

169,900

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 555,859 1,111,719
Tangible assets 10 22,984 45,134
578,843 1,156,853

CURRENT ASSETS
Debtors 11 7,628,393 5,025,077
Cash at bank and in hand 366,416 403,227
7,994,809 5,428,304
CREDITORS
Amounts falling due within one year 12 5,340,858 4,373,261
NET CURRENT ASSETS 2,653,951 1,055,043
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,232,794

2,211,896

CREDITORS
Amounts falling due after more than one
year

13

2,423,437

2,349,463
NET ASSETS/(LIABILITIES) 809,357 (137,567 )

CAPITAL AND RESERVES
Called up share capital 16 3,080,694 3,080,694
Retained earnings 17 (2,271,337 ) (3,218,261 )
SHAREHOLDERS' FUNDS 809,357 (137,567 )

The financial statements were approved by the Board of Directors and authorised for issue on 25 February 2025 and were signed on its behalf by:





Stephen John Grist - Director


PUZZEL LTD (REGISTERED NUMBER: 04124967)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 3,080,694 (3,388,161 ) (307,467 )

Changes in equity
Total comprehensive income - 169,900 169,900
Balance at 31 December 2023 3,080,694 (3,218,261 ) (137,567 )

Changes in equity
Total comprehensive income - 946,924 946,924
Balance at 31 December 2024 3,080,694 (2,271,337 ) 809,357

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Cash Flow Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,973,492 2,852,059
Interest paid (309,773 ) (376,848 )
Net cash from operating activities 1,663,719 2,475,211

Cash flows from investing activities
Purchase of tangible fixed assets (6,458 ) (23,310 )
Sale of tangible fixed assets - 829
Interest received 404,386 109,998
Net cash from investing activities 397,928 87,517

Cash flows from financing activities
Intercompany movements in the year (2,098,458 ) (2,475,536 )
Net cash from financing activities (2,098,458 ) (2,475,536 )

(Decrease)/increase in cash and cash equivalents (36,811 ) 87,192
Cash and cash equivalents at beginning of
year

2

403,227

316,035

Cash and cash equivalents at end of year 2 366,416 403,227

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Cash Flow Statement
for the Year Ended 31 December 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
£    £   
Profit before taxation 817,944 169,900
Depreciation charges 584,465 591,704
Loss on disposal of fixed assets - 434
Finance costs 309,773 376,848
Finance income (404,386 ) (109,998 )
1,307,796 1,028,888
Increase in trade and other debtors (376,251 ) (92,631 )
Increase in trade and other creditors 1,041,947 1,915,802
Cash generated from operations 1,973,492 2,852,059

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 366,416 403,227
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 403,227 316,035


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank and in hand 403,227 (36,811 ) 366,416
403,227 (36,811 ) 366,416
Total 403,227 (36,811 ) 366,416

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

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

The company's business address is 15 St. Botolph Street, Aldgate, London, EC3A 7BB.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

Preparation of consolidated financial statements
The financial statements contain information about Puzzel Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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

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

There are three main revenue streams being maintenance, traffic and change revenue. Turnover is recognised monthly based on usage, this is when the risks and rewards are transferred to the customer.

There is additionally revenue recharged to the parent company, Puzzel AS, based on a transfer pricing agreement. This revenue is recognised in the period which the costs it relates to are incurred.

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

Intellectual property is being amortised evenly over its estimated useful life of 5 years.

Goodwill is being amortised evenly over its estimated useful life of 5 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 33% on cost
Computer equipment - 33% on cost

Tangible fixed assets are initially measured at cost.

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and financial liabilities are recognised in the company’s balance sheet when the company becomes a party to the contractual provisions of the relevant instrument, and derecognised when it ceases to be a party to such provisions.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through the statement of total comprehensive income are recognised immediately in profit or loss.

Financial assets
The company classifies its financial assets into the categories, discussed below, due to the purpose for which the asset was acquired. The company has not classified any of its financial assets as held to maturity.

Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of services to customers (e.g. trade debtors), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value, including transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost.

The company’s loans and receivables consist of trade and other debtors and accrued revenue included within the balance sheet. Cash and bank balances include cash held at bank and cash on hand.

Impairment provisions are recognised when there is objective evidence, for example, significant financial difficulties on the part of the counterparty, or default, or significant delay in payment, that the company will be unable to collect all of the amounts due under the terms of the receivable. The amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

For certain categories of financial asset, such as trade debtors, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables includes the company’s past experience of collecting payments.

For trade debtors which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the statement of total comprehensive income. On confirmation that the trade receivables will not be collectable, the gross carrying value of the asset is written off against the associated provision. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

Financial liabilities
Borrowings are initially recognised at fair value net of any directly attributable transaction costs. These interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, with the interest expense charged at a constant rate on the outstanding liabilities.

Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity; ordinary shares issued by the company are recognised at the proceeds received, net of direct issue costs.


PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

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

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of further events that are believed to be reasonable under the circumstances.

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

The investment in the subsidiary is stated at nil value at the year-end. This is due to the subsidiary being struck off during the financial year. Consequently, the carrying amount of the investment has been fully written off in the financial statements.

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.24 31.12.23
£    £   
United Kingdom 10,903,096 9,627,128
Europe 242,415 239,371
United States of America 352,729 362,215
Africa 60,176 5,741
Oceania 4,929 4,815
Inter-group revenue 4,016,583 5,070,198
15,579,928 15,309,468

For the year ended 31 December 2024, the amounts of revenue recognised in each category are as follows:

31.12.2431.12.23
£   £   
Sales of Services11,563,34510,239,270
Inter-group Revenue4,016,5835,070,198
15,579,92815,309,468

4. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£    £   
Wages and salaries 6,182,124 6,423,613
Social security costs 764,177 807,473
Other pension costs 262,692 298,172
7,208,993 7,529,258

The average number of employees during the year was as follows:
31.12.24 31.12.23

Administration and sales 59 62

5. DIRECTORS' EMOLUMENTS
31.12.24 31.12.23
£    £   
Directors' remuneration 290,099 211,443

Information regarding the highest paid director is as follows:
31.12.24 31.12.23
£    £   
Emoluments etc 290,099 211,443

Only directors with service contracts with Puzzel Ltd have been included within the average number of employees.

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

6. OPERATING PROFIT

The operating profit is stated after charging:

31.12.24 31.12.23
£    £   
Depreciation - owned assets 28,608 35,871
Loss on disposal of fixed assets - 434
Goodwill amortisation 436,192 436,191
Intellectual property amortisation 119,668 119,668
Auditors' remuneration 40,631 30,945
Foreign exchange differences 35,220 24,650

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
£    £   
Loan interest 309,773 376,848

8. TAXATION

Analysis of the tax credit
The tax credit on the profit for the year was as follows:
31.12.24 31.12.23
£    £   
Deferred tax (128,980 ) -
Tax on profit (128,980 ) -

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
£    £   
Profit before tax 817,944 169,900
Profit multiplied by the standard rate of corporation tax in the UK of 19%
(2023 - 19%)

155,409

32,281

Effects of:
Expenses not deductible for tax purposes (34,873 ) 80,012
Depreciation in excess of capital allowances 109,646 2,017
Utilisation of tax losses (230,182 ) (165,446 )
(Profit)/loss on disposal of assets - 434
Losses carried forward - 50,702
Deferred tax movement (128,980 ) -
Total tax credit (128,980 ) -

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

9. INTANGIBLE FIXED ASSETS
Intellectual
Goodwill property Totals
£    £    £   
COST
At 1 January 2024
and 31 December 2024 1,968,536 536,758 2,505,294
AMORTISATION
At 1 January 2024 1,096,153 297,422 1,393,575
Amortisation for year 436,192 119,668 555,860
At 31 December 2024 1,532,345 417,090 1,949,435
NET BOOK VALUE
At 31 December 2024 436,191 119,668 555,859
At 31 December 2023 872,383 239,336 1,111,719

10. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2024 86,949 119,154 206,103
Additions - 6,458 6,458
At 31 December 2024 86,949 125,612 212,561
DEPRECIATION
At 1 January 2024 45,720 115,249 160,969
Charge for year 22,452 6,156 28,608
At 31 December 2024 68,172 121,405 189,577
NET BOOK VALUE
At 31 December 2024 18,777 4,207 22,984
At 31 December 2023 41,229 3,905 45,134

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade debtors 2,135,341 1,696,872
Amounts owed by group undertakings 4,899,685 2,801,600
Other debtors 124,295 191,325
Deferred tax asset 204,486 75,506
Prepayments and accrued income 264,586 259,774
7,628,393 5,025,077

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade creditors 44,961 237,079
Amounts owed to group undertakings 100 476
Social security and other taxes 186,682 257,276
VAT 545,628 469,371
Other creditors 63,904 36,366
Accrued expenses 641,656 493,595
Deferred income 3,857,927 2,879,098
5,340,858 4,373,261

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.24 31.12.23
£    £   
Other creditors 2,423,437 2,349,463

The entity has a long-term loan with Glas Agency, due for repayment on 31 December 2026, with a principal amount of £1,973,132, a PIK premium interest rate of 0.75%, a recurring revenue interest rate of 3.625%, and quarterly repayments.

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.24 31.12.23
£    £   
Within one year 172,800 126,000

15. SECURED DEBTS

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

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
3,080,694 Ordinary £1 3,080,694 3,080,694

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

17. RESERVES
Retained
earnings
£   

At 1 January 2024 (3,218,261 )
Profit for the year 946,924
At 31 December 2024 (2,271,337 )

PUZZEL LTD (REGISTERED NUMBER: 04124967)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

18. ULTIMATE PARENT COMPANY

The immediate parent company is Puzzel AS, a company incorporated and operating in Norway.

The ultimate parent company is Jigsaw Topco AS, a company incorporated and operating in Norway.

Puzzel AS prepares consolidated financial statements. These are available upon request from the head office at Fredrik Selmers Vei 4 0663 Oslo, Norway.

19. ULTIMATE CONTROLLING PARTY

The ultimate controlling party of the company is Marlin Ultimate GP, LLC, a company whose registered office
is: 338 Pier Avenue, Hermosa Beach, 90254, CA, USA.

20. DEFERRED TAX

A deferred tax asset has been recognised in respect of unrelieved tax losses, amounting to £204,486 (2023: £75,506). The recognition of the asset is appropriate because the entity is expanding their operations and has re-entered a growth phase. A period of 12 months has been assessed, being the period that can be reliably estimated, and a profit is expected.

21. PENSION COMMITMENTS

During the year, the company made pension contributions of £262,692 (2023: £298,172). Within this the company made pension contributions of £12,000 (2023: £10,000) on behalf of directors. As at the year end, total unpaid pension contributions were £30,332 (2023: £36,325).