Company Registration No. SC393101 (Scotland)
GLACIER ENERGY SERVICES HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
GLACIER ENERGY SERVICES HOLDINGS LIMITED
COMPANY INFORMATION
Directors
S Martin
M Ritchie
(Appointed 28 June 2024)
Secretary
Blackwood Partners LLP
Scott Martin
Company number
SC393101
Registered office
Blackwood House
Union Grove Lane
Aberdeen
AB10 6XU
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
GLACIER ENERGY SERVICES HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Profit and loss account
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
GLACIER ENERGY SERVICES HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report and financial statements for the year ended 31 March 2024.
Fair review of the business
During the year, the company and its subsidiaries were acquired by Glacier Bidco Limited on 15 December 2023, with its ultimate parent now being Glacier Topco Limited. The majority owner of the business is now the Private Equity investor, Averroes Capital Limited (“Averroes”).
The company is an intermediate holding company and this is expected to continue for the foreseeable future. As part of the acquisition by Averroes, the company has received financing from its immediate parent and in turn used this to facilitate the repayment of previous debt and deal costs associated with the acquisition. As part of concluding the acquisition, a portion of historic loan note capital, accrued redemption premium and accrued loan note interest was agreed with the former loan note holders to be written off, hence a significant credit of £10.9m has been recognised within the profit and loss account during the year. There is also associated deal costs of £1.6m which have been expensed to the profit and loss account. The company has also recharged less central costs in the current year (£1.8m versus £2.9m in the prior year), recognising the change in ownership during the year.
The results for the company for the year ended 31 March 2024 show a retained profit of £8.3m (2023: loss of £0.3m), primarily as a result of the items noted above. Net liabilities at 31 March 2024 were £6.7m (2023: net liabilities of £14.9m).
Principal risks and uncertainties
The key risk and uncertainty affecting the company is the recoverability of its subsidiary investment and related intercompany receivables. In order to mitigate this risk, the directors seek to ensure the subsidiary investments trade profitability with a focus on returning value to the shareholders.
Key performance indicators
Given the nature of the company’s activities, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Future prospects
The company will continue as a holding company and no change in activity is envisaged by the directors.
S Martin
Director
12 October 2024
GLACIER ENERGY SERVICES HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company is that of a holding company.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid (2023: £nil). The director does not recommend payment of a final dividend (2023: £nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S Martin
E A D MacKinnon
(Resigned 15 December 2023)
A Langlands
(Resigned 15 December 2023)
M Ritchie
(Appointed 28 June 2024)
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Post reporting date events
As per note 18 there have been a number of post year end adjustments to the company’s share capital which are disclosed within this note.
On 13 August 2024 the wider group completed a trade and assets acquisition of Francis Brown Limited. The deal was completed via a new subsidiary, Glacier Manufacturing Limited, which was incorporated on 26 July 2024.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Financial management risk
The company does not use derivatives for either financial risk management or for speculative purposes. The company's risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the company's asset, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.
On behalf of the board
S Martin
Director
12 October 2024
GLACIER ENERGY SERVICES HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
The directors are responsible for preparing the strategic report, 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 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 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.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of Glacier Energy Services Holdings Limited (the 'company') for the year ended 31 March 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 March 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.
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 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 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.
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 report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of our 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 and 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 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, 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.
Auditor 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. The description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company's procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 8 -
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 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.
Stephen McIlwaine (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
15 October 2024
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
GLACIER ENERGY SERVICES HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
1,753,958
2,936,364
Distribution costs
(22)
Administrative expenses
(1,619,303)
(1,604,198)
Loan note and interest write off
4
10,931,529
Acquisition deal costs
4
(1,587,085)
Operating profit
5
9,479,099
1,332,144
Interest payable and similar expenses
8
(1,189,003)
(1,733,699)
Profit/(loss) before taxation
8,290,096
(401,555)
Tax on profit/(loss)
9
59,125
Profit/(loss) for the financial year
8,290,096
(342,430)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There are no recognised gains or losses in the current or prior year other than as included in the profit and loss account. Accordingly, no statement of comprehensive income is presented.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
15,582
1,936
Investments
11
11,217,087
11,217,087
11,232,669
11,219,023
Current assets
Debtors
13
9,947,424
9,039,290
Cash at bank and in hand
68,463
44,133
10,015,887
9,083,423
Creditors: amounts falling due within one year
14
(27,713,893)
(15,785,399)
Net current liabilities
(17,698,006)
(6,701,976)
Total assets less current liabilities
(6,465,337)
4,517,047
Creditors: amounts falling due after more than one year
15
(194,445)
(19,466,925)
Net liabilities
(6,659,782)
(14,949,878)
Capital and reserves
Called up share capital
18
1,643,081
1,838,441
Share premium account
19
2,098,928
2,098,928
Capital redemption reserve
18
195,358
Profit and loss reserves
20
(10,597,149)
(18,887,247)
Total deficit
(6,659,782)
(14,949,878)
The financial statements were approved by the board of directors and authorised for issue on 12 October 2024 and are signed on its behalf by:
S Martin
Director
Company Registration No. SC393101
GLACIER ENERGY SERVICES HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
1,878,441
2,098,928
(18,544,817)
(14,567,448)
Year ended 31 March 2023:
Loss and total comprehensive expense
-
-
-
(342,430)
(342,430)
Reduction of shares
18
(40,000)
-
(40,000)
Balance at 31 March 2023
1,838,441
2,098,928
(18,887,247)
(14,949,878)
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
8,290,096
8,290,096
Redemption of shares
18
(195,360)
195,358
2
Balance at 31 March 2024
1,643,081
2,098,928
195,358
(10,597,149)
(6,659,782)
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
Glacier Energy Services Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The financial statements of the company are consolidated in the financial statements of Glacier Topco Limited. These consolidated financial statements are available from its registered office, 77 Charlotte Street, London W1T 4PW.
1.2
Going concern
In the current year the company has recorded a retained profit of £8.3m (2023: retained loss of £0.3m), with net current liabilities of £17.7m (2023: £6.7m) and net liabilities of £6.7m (2023: £14.9m). true
Within current liabilities are amounts due to group undertakings of £26.6m (2023: £11.3m), which have some flexibility in respect of repayment. With respect to these, the company has received a letter of support from its ultimate parent, Glacier Topco Limited, confirming the payment deferral of any intercompany balances beyond 12 months from the approval of these financial statements, were payment of such might call into question the company’s going concern applicability.
Based on the above considerations, the directors have reasonable assurance over the company’s financial resilience going forward and as such, have adopted the going concern basis of accounting in preparing these financial statements.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
The company's turnover represents management recharges to its subsidiaries.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Plant and machinery
7.5 to 80% on cost
Office equipment
25 - 50% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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 debtors, amounts due from fellow group companies and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, and amounts due to group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
There are no judgements or estimation uncertainties that have a significant effect on amounts recognised in the financial statements,
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Group recharges
1,753,958
2,936,364
4
Exceptional items
2024
2023
£
£
Income
Loan note and interest write off
10,931,529
-
Expenditure
Acquisition deal costs
1,587,085
-
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
4
Exceptional items
(Continued)
- 17 -
During the year the company incurred exceptional income and costs in relation to the acquisition of the company by Glacier Bidco Limited, as part of the deal of Averroes Capital Limited ("Averroes") to acquire ownership of the company and its subsidiaries.
The income represents a credit to the profit in loss in respect of historic loan capital, accrued redemption premium and accrued loan note interest, agreed with the former loan note holders to be written off to facilitate completion of the deal with Averroes.
The expenses represent additional costs incurred by the business as part of the acquisition by Averroes and necessary to facilitate completion of the deal.
5
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
5,000
5,000
Depreciation of owned tangible fixed assets
5,953
7,742
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Adminstration and management
9
8
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
605,407
484,836
Social security costs
55,005
52,481
Pension costs
16,238
8,165
676,650
545,482
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
211,172
230,071
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
7
Directors' remuneration
(Continued)
- 18 -
During the year, one of the directors was issued with an F ordinary share option which was exercised on 15 December 2023 for a value of £1 and subsequently sold to the company's immediate parent, Glacier Bidco Limited, as part of the company's acquisition by Averroes Capital Limited. The gain on disposal of the share recognised by the director was £1,022,999 and considered part of the directors remuneration.
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
188,672
200,071
Also relevant for this disclosure is the gain made on the exercise of the F ordinary share option noted previously of £1,022,999 which is also part of amounts paid to the highest paid director.
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
387,045
601,524
Other interest
801,958
1,132,175
1,189,003
1,733,699
9
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(59,125)
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Taxation
(Continued)
- 19 -
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
8,290,096
(401,555)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
2,072,524
(76,295)
Tax effect of expenses that are not deductible in determining taxable profit
1,712,283
10,640
Tax effect of income not taxable in determining taxable profit
(1,377,586)
Adjustments in respect of prior years
(59,125)
Group relief claimed
(717,303)
(52,670)
Fixed asset differences
290
Remeasurement of deferred tax for changes in tax rates
(37,274)
Deferred tax not recognised
(1,459,770)
155,309
Share scheme deductions
(230,148)
Taxation charge/(credit) for the year
-
(59,125)
10
Tangible fixed assets
Plant and machinery
Office equipment
Total
£
£
£
Cost
At 1 April 2023
130,974
187,244
318,218
Additions
18,574
1,025
19,599
Disposals
(9,472)
(9,970)
(19,442)
At 31 March 2024
140,076
178,299
318,375
Depreciation and impairment
At 1 April 2023
130,162
186,120
316,282
Depreciation charged in the year
4,488
1,465
5,953
Eliminated in respect of disposals
(9,472)
(9,970)
(19,442)
At 31 March 2024
125,178
177,615
302,793
Carrying amount
At 31 March 2024
14,898
684
15,582
At 31 March 2023
812
1,124
1,936
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
11
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
12
11,217,087
11,217,087
12
Subsidiaries
These financial statements are separate company financial statements for Glacier Energy Services Holdings Limited.
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Glacier Energy Services Limited
1
Heat exchanger repair and refurbishment
Ordinary
100.00
-
Glacier Whiteley Read Limited
1
Non trading
Ordinary
100.00
-
Glacier Inspection Services Limited
1
Non destructive testing and inspection
Ordinary
-
100.00
Glacier Inspection Services UK Limited
1
Holding company
Ordinary
100.00
-
Glacier Machining Solutions Limited
1
Machining services
Ordinary
100.00
-
MSL Heat Transfer Limited
1
Dormant
Ordinary
-
100.00
Ross Offshore Consultancy Limited
1
Dormant
Ordinary
100.00
-
Site Machining Services Limited
2
Dormant
Ordinary
100.00
-
Ross Exchangers Limited
1
Dormant
Ordinary
100.00
-
Ross Offshore Limited
1
Dormant
Ordinary
100.00
-
Aberdeen Radiators Limited
1
Non trading
Ordinary
100.00
-
Glacier Energy LLP
3
Heat Exchanger repair and refurbishment
Heat exchanger repair and refurbishment
Ordinary
-
100.00
Glacier Welding Solutions Limited
1
Weld overlay services
Ordinary
100.00
-
1
Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU
2
Unit 66, Gravely Industrial Park, Walker Drive, Birmingham, B24 8TQ
3
55 Aiteke Bi Street, River Palace Hotel, 1st Floor, Office 4, Atyrau, Kazakhstan, 060011
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
9,574,620
8,341,082
Other debtors
214,048
649,468
Prepayments and accrued income
158,756
48,740
9,947,424
9,039,290
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
14
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
16
250,000
250,000
Other borrowings
16
2,700,000
Trade creditors
242,889
84,352
Amounts owed to group undertakings
26,560,684
11,261,467
Corporation tax
(851)
Other taxation and social security
23,521
Other creditors
50,000
Accruals and deferred income
587,650
1,489,580
27,713,893
15,785,399
Amounts due to group undertakings are unsecured, interest free and repayable on demand.
In the prior year, other borrowing represented a loan from Scottish Loan Fund Limited was settled as part of the Averroes Capital Limited acquisition. This loan was secured via a floating charges which was released on settlement.
15
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
16
194,445
461,111
Other borrowings
16
19,005,814
194,445
19,466,925
Amounts due to group undertakings are unsecured, interest free and repayable on demand.
16
Loans and overdrafts
2024
2023
£
£
Bank loans
444,445
711,111
Other loans
21,705,814
444,445
22,416,925
Payable within one year
250,000
2,950,000
Payable after one year
194,445
19,466,925
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
16
Loans and overdrafts
(Continued)
- 22 -
The company has a loan from their invoice discounting facility provider under the Recovery Loan Scheme, This loan is repayable in equal instalments over 4 years (the final repayment is December 2025) and bears interest at 7% over base rate.
In the prior year, other loans represented loan notes, accrued redemption premium and accrued loan note interest, due to Simmons Parallel Private LP and Maven Capital Partners UK LLP. As part of the acquisition by Averroes Capital Limited these borrowings were partially settled with the balance being written off under agreement by the loan note holders (see note 4). These borrowings were secured via a floating charge which was released on settlement.
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
16,238
8,165
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
18
Share capital and capital redemption reserve
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
714,640
845,000
714,640
845,000
B Ordinary of 1p each
1,342,670
1,342,670
13,427
13,427
C Ordinary of £1 each
850,000
850,000
850,000
850,000
D Ordinary of £1 each
-
65,000
-
65,000
E Ordinary of £1 each
65,000
65,000
65,000
65,000
F Ordinary of £1 each
1
-
1
-
Convertible ordinary shares of 1p each
1
-
-
-
Deferred of 1p each
1,361
1,361
14
14
2,973,673
3,169,031
1,643,081
1,838,441
All classes of Ordinary shares carry one vote per share. Ordinary A shares have a right to dividend and ranking rights to participate on release of capital. Deferred shares hold no voting rights.
On 20 June 2023 the company bought back and cancelled 130,360 A Ordinary shares of £1 and 65,000 D Ordinary shares of £1 for a consideration of £2. As part of this transaction, a capital redemption reserve was created.
On 15 December 2023, an EMI share option was exercised resulting in the issue of 1 F Ordinary shares of £1.
On 20 June 2024 the company allotted a further 39 deferred shares, 30 B Ordinary shares and 99 Convertible ordinary shares. On the same day, a resolution was passed consolidating those shares classed with nominals of 1 pence to £1.00 nominal value, with the appropriate effect on the relevant number of shares. At the same point all share classes were redesignated as ordinary shares with the same voting, dividends and capital distribution rights.
In the prior year, A ordinary shares that were part-paid on 31 March 2023 were returned to the company, totalling £40,000.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
19
Share premium account
The share premium account represents the premiums received on the issue of share capital in the company where issued in excess of nominal value.
20
Profit and loss reserves
The profit and loss reserve represents accumulated comprehensive profits/losses for current and prior periods.
21
Financial commitments, guarantees and contingent liabilities
The company has provided a cross guarantee as part of the group's security obligations to the group's institutional investor (Averroes Capital Limited) and the provider of its debt facilities (IGF Business Credit Limited) in respect of the group's A loan notes and debt facilities.
22
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
425,377
337,750
Between two and five years
1,211,339
1,296,167
In over five years
562,500
1,636,716
2,196,417
23
Events after the reporting date
As per note 18 there have been a number of post year end adjustments to the company's share capital which are disclosed within this note.
On 13 August 2024 the wider group completed a trade and assets acquisition of Francis Brown Limited. The deal was completed via a new subsidiary, Glacier Manufacturing Limited, which was incorporated on 26 July 2024.
24
Related party transactions
During the year the company forgave £320,000 of loans due from two former directors and £150,500 was repaid by another director. The amount outstanding at 31 March 2024 is £nil (2023 - £510,500).
During the year, a director was issued an F ordinary share option which was exercised on 15 December 2023 for a value of £1. Further disclosure has been made within note 7.
The company has taken advantage of the exemption available within FRS 102 Section 33 whereby it has not disclosed transaction with any wholly owned subsidiary undertaking.
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
25
Ultimate controlling party
The parent company is Glacier Bidco Limited, which has its registered office at 77 Charlotte Street, London, W1T 4PW.
The ultimate parent company is Glacier Topco Limited, a company registered in England and Wales. Glacier Topco Limited is the smallest and largest group of companies into which the company is consolidated, Group accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
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